Exhibit 10.2





Exhibit 10.2



Execution Version




FOURTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT




This FOURTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this “Amendment”), dated as
of December 1, 2011, by and among ZAYO GROUP, LLC, a Delaware limited liability company
(“Zayo”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together
with Zayo, each, individually as a “Borrower” and, collectively, as the
“Borrowers”), the Guarantors (as defined below) signatory hereto, the Lenders (as defined
below) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
“Administrative Agent”).



W I T N E S S E T H:




WHEREAS, the Borrowers, the Persons party thereto from time to time as Guarantors (the
“Guarantors”), the financial institutions party thereto from time to time (the
“Lenders”), SunTrust Bank, as the Issuing Bank, SunTrust Bank, as the Collateral Agent, and
the Administrative Agent are parties to that certain Credit Agreement, dated as of March 12, 2010
(as amended, restated, supplemented or otherwise modified from time to time prior to the date
hereof, the “Credit Agreement”; capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the
Lenders have made certain financial accommodations available to the Borrowers;



WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement as set forth herein and, subject to the terms and
conditions hereof, the Lenders and the Administrative Agent are willing to do so; and



WHEREAS, pursuant to Section 6.18 of the Credit Agreement, a new Domestic Subsidiary (whether
by acquisition, creation of designation) of the Borrowers is required to join the Credit Agreement
as a Guarantor and become a Borrower Party and, upon the execution and delivery of this Amendment
by such Domestic Subsidiary, such Domestic Subsidiary shall become a Guarantor of the Obligations
and become a Borrower Party under the Credit Agreement with the same force and effect as if
originally named as a Guarantor therein;



NOW THEREFORE, in consideration of the premises, the terms and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:




Amendments to the Credit Agreement.



Section 1.1 of the Credit Agreement, “Definitions”, is hereby amended and modified by deleting
clause (v) of the definition of “EBITDA” in its entirety and inserting the following in lieu
thereof:




“(v) restructuring charges and severance costs in an aggregate
amount not to exceed $15,000,000 in the aggregate in any four fiscal
quarter period and”



 


 









 





Section 1.1 of the Credit Agreement, “Definitions”, is hereby further amended and modified by
deleting the definition of “Fixed Charge Coverage Ratio” in its entirety and inserting the
following in lieu thereof:




““Fixed Charge Coverage Ratio” shall mean, with respect to
the Borrowers and their Subsidiaries on a consolidated basis for any
calendar quarter ended, for the twelve-month period then ended, the
ratio of (a) Annualized EBITDA for such period then ended minus
Capital Expenditures for the twelve month period then ended
(excluding, without duplication, Capital Expenditures for the
twelve-month period then ended (i) that are directly related to new
sales to, or made at the request of, Persons to whom any Borrower
Party has agreed to provide either goods or services (or both)
pursuant to a written agreement providing for the payment of
aggregate compensation to a Borrower Party equal to or greater than
the amount of Capital Expenditures made in respect of such written
agreement, (ii) to the extent financed with Funded Debt for Borrowed
Money (other than Funded Debt incurred hereunder or under any other
revolving credit facility), (iii) made with the proceeds of a
disposition permitted hereunder and (iv) made with the proceeds of
an equity issuance permitted hereunder), to (b) Interest Expense for
the twelve-month period then ended.”



Section 1.1 of the Credit Agreement, “Definitions”, is hereby further amended and modified by
deleting the definition of “PUC” in its entirety and inserting the following in lieu thereof:




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



Section 8.4 of the Credit Agreement, “Restricted Payments and Purchases”, is hereby amended
and modified by deleting clause (c) thereof in its entirety and inserting the following in lieu
thereof:




“(c) any Borrower may make additional Restricted Payments and
Restricted Purchases in the following amounts after the Agreement
Date, so long as both before and after giving effect to such
Restricted Payment or Restricted Purchase, no Default has occurred
and is continuing or would result from the making of such Restricted
Payment or Restricted Purchase: (i) if minimum
Availability is greater than or equal to $65,000,000 and the
Leverage Ratio, on a pro forma basis, is less than 4.00 to 1.00 but
greater than or equal to 3.50 to 1.00 at the time of the proposed
payment of the Restricted Payments or the proposed Restricted
Purchase, $20,000,000 less the aggregate amount of Restricted
Payments and Restricted Purchases made under this clause (c) after


 


2









 






the Agreement Date and (ii) if minimum Availability is greater than
or equal to $32,500,000 and (A) if the Leverage Ratio, on a pro
forma basis, is less than 3.50 to 1.00 but greater than or equal to
2.50 to 1.00 at the time of the proposed payment of the Restricted
Payments or the proposed Restricted Purchase, $50,000,000 less the
aggregate amount of Restricted Payments and Restricted Purchases
made under this clause (c) after the Agreement Date, (B) if the
Leverage Ratio, on a pro forma basis, is less than 2.50 to 1.00 but
greater than or equal to 1.50 to 1.00 at the time of the proposed
payment of the Restricted Payments or the proposed Restricted
Purchase, $70,000,000 less the aggregate amount of Restricted
Payments and Restricted Purchases made under this clause (c) after
the Agreement Date, and (C) if the Leverage Ratio, on a pro forma
basis, is less than 1.50 to 1.00 at the time of the proposed payment
of the Restricted Payments or the proposed Restricted Purchase,
$90,000,000 less the aggregate amount of Restricted Payments and
Restricted Purchases made under this clause (c) after the Agreement
Date,”




Joinder of New Guarantors.



In accordance with Section 6.18 of the Credit Agreement, each of 360networks holdings (USA)
inc., a Nevada corporation, 360networks (USA) Inc., a Nevada corporation, 360networks LLC, a
Delaware limited liability company, 360networks Illinois LLC, a Delaware limited liability company,
360networks Iowa LLC, a Delaware limited liability company, 360networks Kentucky LLC, a Delaware
limited liability company, 360networks Louisiana LLC, a Delaware limited liability company,
360networks Michigan LLC, a Delaware limited liability company, 360networks Mississippi LLC, a
Delaware limited liability company, 360networks Tennessee LLC a Delaware limited liability company,
and Northern Colorado Telecommunications LLC (TA-CO), a Colorado limited liability company
(collectively, the “New Guarantors”), by its signature below, becomes a “Guarantor” and a
“Borrower Party” under the Credit Agreement with the same force and effect as if originally named
therein as a “Guarantor” and as a “Borrower Party”, and each New Guarantor hereby agrees to all of
the terms and provisions of the Credit Agreement applicable to it as a “Guarantor” and as a
“Borrower Party” thereunder. In furtherance of the foregoing, the New Guarantors, as security for
the payment and performance in full of the Obligations, do hereby guarantee, subject to the
limitations set forth in Section 3.1(g) of the Credit Agreement, to the Administrative Agent, for
the benefit of the Lender Group, the full and prompt payment of the Obligations, including, without
limitation, any interest thereon (including, without limitation, interest, as provided in the
Credit Agreement, accruing after the filing of a petition initiating any Insolvency Proceedings,
whether or not such interest accrues or is recoverable against the Borrowers after the filing of
such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding),
plus reasonable attorneys’ fees and expenses if the obligations represented by the Credit Agreement
are collected by law, through an attorney-at-law, or under advice therefrom. Each reference to a
“Guarantor” and “Borrower Party” in the Credit Agreement shall be deemed to include the New
Guarantors. The Credit Agreement is incorporated herein by reference.


 


3









 





Each New Guarantors represents and warrants to the Administrative Agent and the other members
of the Lender Group that this Amendment has been duly executed and delivered by such New Guarantor
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, except to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors’
rights generally or by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).



No Other Amendments. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided above, operate as a waiver of any right, power or remedy of
the Administrative Agent, the Lenders or the Issuing Bank under the Credit Agreement or any of the
other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any of
the other Loan Documents. Except for the amendment set forth above, the text of the Credit
Agreement and all other Loan Documents shall remain unchanged and in full force and effect and each
Borrower hereby ratifies and confirms its obligations thereunder. This Amendment shall not
constitute a modification of the Credit Agreement or a course of dealing with the Administrative
Agent, the Lenders or the Issuing Bank at variance with the Credit Agreement such as to require
further notice by the Administrative Agent, the Lenders or the Issuing Bank to require strict
compliance with the terms of the Credit Agreement and the other Loan Documents in the future.
Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord
and satisfaction of any of the Obligations or to modify, affect or impair the perfection or
continuity of the Administrative Agent’s or the Lenders’ security interests in, security titles to,
or other Liens on, any Collateral for the Obligations.



Conditions to Effectiveness. Section 1 of this Amendment shall become effective as of
the first date (the “Effective Date”) on which all of the following conditions have been
satisfied:



the Administrative Agent, on behalf of the Issuing bank and the Lenders, shall have received
counterparts of this Amendment duly executed by the Borrowers, the Guarantors and the Majority
Lenders;



all fees and expenses required to be paid hereunder or pursuant to the Credit Agreement and
invoiced at least two (2) Business Days prior to the Effective Date shall have been paid in full in
cash or will be paid on the Effective Date; and



the 360 Transactions shall have been consummated; provided, that, notwithstanding the
foregoing, the VOIP Divestiture may be consummated on or after the Effective Date.


 


4









 





Representations and Warranties. Each Borrower Party hereby represents and warrants
that all representations and warranties of the Borrower Parties made in the Credit Agreement and
the other Loan Documents are true and correct in all material respects (unless any such
representation or warranty is qualified as to materiality, in which case such representation and
warranty shall be true and correct in all respects) as of the date hereof (in each case, except to
the extent that such representation or warranty specifically refers to an earlier date, in which
case it shall be so true and correct as of such earlier date). As of the date hereof and as of the
Effective Date, each Borrower Party further represents and warrants as follows:



such Borrower Party is a corporation or limited liability company duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation;



the execution, delivery and performance by such Borrower Party of this Amendment and the Loan
Documents are within such Borrower Party’s legal powers, have been duly authorized by all necessary
company action and do not contravene (i) such Borrower Party’s organizational documents, or (ii)
law or contractual restrictions binding on or affecting such Borrower Party;



no authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body, is required for the due execution, delivery and
performance by such Borrower Party of this Amendment or any of the Loan Documents to which such
Borrower Party is or will be a party;



this Amendment and each of the other Loan Documents to which such Borrower Party is a party
constitute legal, valid and binding obligations of such Borrower Party, enforceable against such
Borrower Party in accordance with their respective terms; and




no Default or Event of Default exists.



Acknowledgment of Security Interests. Each Borrower Party hereby acknowledges that, as
of the date hereof and as of the Effective Date, the security interests and liens granted to the
Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in
full force and effect and are enforceable in accordance with the terms of the Credit Agreement and
the other Loan Documents.



Reaffirmation of Guaranty. Each Guarantor (other than the New Guarantors) hereby
specifically (a) acknowledges and reaffirms its obligations owing to the Lender Group under the
Credit Agreement and any other Loan Documents to which each such Guarantor is a party and (b)
agrees that each of the Loan Documents to which it is a party is and shall remain in full force and
effect.



Costs, Expenses and Taxes. Each Borrower agrees, jointly and severally, to pay on
demand all out-of-pocket expenses of the Administrative Agent in connection with the preparation,
negotiation, execution and delivery of this Amendment, including, but not limited to, the
reasonable fees and disbursements of counsel for the Administrative Agent.



Governing Law. This Amendment shall be construed in accordance with and governed by
the laws of the State of New York.


 


5









 






Loan Document. This Amendment shall be deemed to be a Loan Document for all purposes.



Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such separate counterparts shall together
constitute but one and the same instrument. In proving this Amendment in any judicial proceeding,
it shall not be necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought. Any signatures delivered by a party by facsimile or other
electronic transmission shall be deemed an original signature hereto.



Release. In consideration for the accommodations provided pursuant to this Amendment,
and acknowledging that the Administrative Agent and Lenders will be specifically relying on the
following provisions as a material inducement in entering into this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each
Borrower Party hereby releases, remises and forever discharges the Administrative Agent and the
Lenders and their respective agents, servants, employees, directors, officers, attorneys,
accountants, consultants, affiliates, representatives, receivers, trustees, subsidiaries,
predecessors, successors and assigns (collectively, the “Released Parties”) from any and all
claims, damages, losses, demands, liabilities, obligations, actions and causes of action whatsoever
(whether arising in contract or in tort, and whether at law or in equity), whether known or
unknown, matured or contingent, liquidated or unliquidated, in any way arising from, in connection
with, or in any way concerning or relating to the Credit Agreement, the other Loan Documents,
and/or any dealings with any of the Released Parties in connection with the transactions
contemplated by such documents or this Amendment prior to date hereof. This release shall be and
remain in full force and effect notwithstanding the discovery by each Borrower Party after the date
hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional
facts in any way relating to the subject matter of this release, (c) that any fact relied upon by
it was incorrect or (d) that any representation made by any Released Party was untrue or that any
Released Party concealed any fact, circumstance or claim relevant to such Borrower’s execution of
this release; provided, however, this release shall not extend to any claims arising after the
execution of this Amendment.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 


6









 





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	BORROWERS:	 	ZAYO GROUP, LLC

ZAYO CAPITAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ken desGarennes	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ken desGarennes	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 





 


 









 





	 	 	 	 	 
	GUARANTORS: 	ZAYO COLOCATION, INC.

AMERICAN FIBER SYSTEMS, INC.

AMERICAN FIBER SYSTEMS HOLDING CORP.

FIBERNET TELECOM, INC.

LOCAL FIBER, LLC

360NETWORKS HOLDINGS (USA) INC.

360NETWORKS (USA) INC.

360NETWORKS LLC

360NETWORKS ILLINOIS LLC

360NETWORKS IOWA LLC

360NETWORKS KENTUCKY LLC

360NETWORKS LOUISIANA LLC

360NETWORKS MICHIGAN LLC

360NETWORKS MISSISSIPPI LLC

360NETWORKS TENNESSEE LLC

NORTHERN COLORADO
TELECOMMUNICATIONS LLC (TA-CO)


 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 


 









 





	 	 	 	 	 
	AGENT AND LENDERS: 	SUNTRUST BANK,

as the Administrative Agent

and a Lender

 	 
	 	By:  	/s/ David Fournier
 	 
	 	 	Name:  	David Fournier 	 
	 	 	Title:  	Vice President 	 
	 







 


 









 










	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as a Lender

 	 
	 	By:  	/s/ Mark S. Gronich
 	 
	 	 	Name:  	Mark S. Gronich 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 


 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a Lender

 	 
	 	By:  	/s/ Kevin Cullen
 	 
	 	 	Name:  	Kevin Cullen 	 
	 	 	Title:  	Director 	 
	 



 


 









 







Schedule 1.1(a)




Equity Group





Columbia Capital Equity Partners IV (QP), L.P.



Columbia Capital Equity Partners IV (QPCO), L.P.



Columbia Capital Equity Investors IV, L.P.



Columbia Capital Equity Partners III (QP), L.P.



Columbia Capital Equity Partners III (Cayman), L.P.



Columbia Capital Equity Partners III (AI), L.P.



Columbia Capital Investors III, L.L.C.



Columbia Capital Employee Investors III, L.L.C.



M/C Venture Partners VI, L.P.



M/C Venture Investors, L.L.C



M/C Venture Partners V, L.P.



Chestnut Venture Partners, L.P.



Oak Investment Partners XII, Limited Partnership



Battery Ventures VII, L.P.



Battery Investment Partners VII, LLC



Battery Ventures VIII, L.P.



Centennial Ventures VII, L.P.



Centennial Entrepreneurs Fund VII, L.P.



Bear Equity, LLC



Bear Investments, LLLP



ESU Investments, LLC



Tablerock Investments, LLC



VP Holdings, LLC



Charlesbank Equity Fund VI, Limited Partnership



CB Offshore Equity Fund VI



Charlesbank Equity Coinvestment Fund VI, LP



Charlesbank Equity Coinvestment Partners, LP



Universal Telecommunications, Inc.



Yawlbreak& Co FTBO GTB Capital Partners LP



Morgan Stanley Private Markets Fund IV LP



Stormbay& Co FTBO VijverpoortHuizen C.V.



Nextone, LLC



Independent Director, Rick Connor



Mango Holdings, LLC


 


 









 





Schedule 1.1(b)




Liens




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	Search	 	 	 	 	 	 
	 	 	 	 	Incorporation/	 	Report As of	 	 	 	File	 	 
	No.	 	Obligor	 	Formation	 	Date	 	Filing Office	 	Number(s)	 	Filing Date
	1.

	 	American Fiber
Systems Holding Corp.
	 	Delaware
	 	10/21/2011
	 	Delaware
Secretary of State
	 	 	04111401	 	 	11/22/2010
	2.

	 	American Fiber
Systems, Inc.
	 	Delaware
	 	10/21/2011
	 	Delaware
Secretary of State
	 	 	04111435	 	 	11/22/2010
	3.

	 	Zayo Capital, Inc.
	 	Delaware
	 	10/21/2011
	 	Delaware
Secretary of State
	 	 	00854616	 	 	03/12/2010
	4.

	 	Zayo Colocation, Inc.
	 	Delaware
	 	10/21/2011
	 	Delaware
Secretary of State
	 	 	00855324	 	 	03/12/2010
	5.

	 	Zayo Group, LLC
	 	Delaware
	 	10/21/2011
	 	Delaware
Secretary of State
	 	 	1. 81796059

2. 82964219

3. 82964417

4. 00854384

5. 134952911	 	 	1. 05/16/2008

(amended 

08/20/2008) 

2. 09/02/2008

3. 09/02/2008

4. 03/12/2010

5. 09/12/2011
	6.

	 	Zayo Group Holdings,
Inc.
	 	Delaware
	 	10/21/2011
	 	Delaware
Secretary of State
	 	 	1. 00855464

2. 03112087	 	 	1. 03/12/2010

2. 09/07/2010
	7.

	 	FiberNet Telecom, Inc.
	 	Delaware
	 	10/21/2011
	 	Delaware
Secretary of State
	 	 	00855399	 	 	03/12/2010
	8.

	 	Local Fiber, LLC
	 	New York
	 	11/10/2011
	 	New York
Secretary of State
	 	 	201003120130225	 	 	03/12/2010





 





	 	 	 
	1	 	Termination statement filed 11/30/11.




 


 









 





Schedule 4.1(f) 




Surviving 360networks Funded Debt




Capital leases in the amount of approximately $124,803.63. See Schedule 8.1




Irrevocable Letter of Credit in the undrawn amount of $257,500.00. See Schedule 8.1


 


 









 





Schedule 5.1(c)-1 




Subsidiaries




	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Other	 	 
	 	 	Incorporation	 	Qualified Business	 	Business	 	 
	Name	 	or Formation	 	States	 	Names	 	Equity Holders
	Zayo Capital, Inc.

	 	Delaware
	 	Delaware
	 	None
	 	Zayo Group, LLC
	Zayo Colocation,
Inc.

	 	Delaware
	 	Delaware,
California,
Illinois, New
Jersey, New York,
Pennsylvania
	 	Formerly Fibernet
Telecom Group, Inc.
	 	Zayo Group, LLC
	FiberNet Telecom,
Inc.

	 	Delaware
	 	Delaware,
California,
Illinois, New
Jersey, New York
	 	None
	 	Zayo Colocation,
Inc.
	Local Fiber, LLC

	 	New York
	 	New York, Illinois,
New Jersey
	 	None
	 	FiberNet Telecom,
Inc.
	American Fiber
Systems Holding
Corp.

	 	Delaware
	 	Delaware, New York
	 	None
	 	Zayo Group, LLC
	American Fiber
Systems, Inc.

	 	Delaware
	 	Delaware,
Connecticut,
Georgia, Idaho,
Kansas, Minnesota,
Missouri, Nevada,
New York, Ohio,
Tennessee, Utah
	 	None
	 	American Fiber
Systems Holding
Corp.
	360networks
holdings (USA) inc.

	 	Nevada
	 	Nevada
	 	None
	 	Zayo Group, LLC
	360networks (USA),
inc.

	 	Nevada
	 	Alaska, Arizona,
Arkansas,
California,
Colorado,
Connecticut,
Delaware, D.C.,
Florida, Georgia,
Hawaii, Idaho,
Illinois, Indiana,
Iowa, Kentucky,
Louisiana, Maine,
Michigan, Minnesota,
Mississippi,
Missouri, Montana,
Nebraska, Nevada,
New Hampshire, New
Jersey, New Mexico,
New York, North
Carolina, North
Dakota, Oklahoma,
Oregon,
Pennsylvania, Rhode
Island, South
Carolina, South
Dakota, Tennessee,
Texas, Utah,
Vermont, Washington,
West Virginia,
Wisconsin, Wyoming
	 	None
	 	360networks
holdings (USA),
Inc.





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Other	 	 
	 	 	Incorporation	 	Qualified Business	 	Business	 	 
	Name	 	or Formation	 	States	 	Names	 	Equity Holders
	360networks LLC

	 	Delaware
	 	Delaware, Illinois
	 	None
	 	360networks (USA)
inc.
	360networks
Illinois LLC

	 	Delaware
	 	Delaware, Illinois
	 	None
	 	360networks LLC
	360networks Iowa LLC

	 	Delaware
	 	Delaware, Iowa
	 	None
	 	360networks LLC
	360networks
Kentucky LLC

	 	Delaware
	 	Delaware, Kentucky
	 	None
	 	360networks LLC
	360networks
Louisiana LLC

	 	Delaware
	 	Delaware, Louisiana
	 	None
	 	360networks LLC
	360networks
Michigan LLC

	 	Delaware
	 	Delaware
	 	None
	 	360networks LLC
	360networks
Mississippi LLC

	 	Delaware
	 	Delaware, Mississippi
	 	None
	 	360networks LLC
	360networks
Tennessee LLC

	 	Delaware
	 	Delaware, Tennessee
	 	None
	 	360networks LLC
	Northern Colorado
Telecommunications,
LLC

	 	Colorado
	 	Colorado
	 	None
	 	360networks (USA)
inc.
	360networks
Vancouver Ltd.

	 	British Columbia
	 	British Columbia
	 	None
	 	360networks
holdings (USA) inc.





 


 









 





Schedule 5.1(c)-2




Partnerships/Joint Ventures




Investments in the Equity Interests of CoBank, ACB to the extent permitted by Section 8.5(i) of the
Credit Agreement.


 


 









 





5.1(d)




Outstanding Capital Stock Ownership




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount Issued	 	Authorized	 	 
	Issuer	 	Owner(s)	 	and Outstanding	 	Equity	 	Restrictions
	Zayo Group, LLC

	 	Zayo Group
Holdings, Inc.
	 	1,000 membership

interest units
	 	1,000 membership

interest units
	 	None
	Zayo Capital, Inc.

	 	Zayo Group, LLC
	 	100 shares of
common stock
	 	100 shares of
common stock
	 	None
	Zayo Colocation,
Inc.

	 	Zayo Group, LLC
	 	1,000 shares of
common stock
	 	1,000 shares of
common stock
	 	None
	FiberNet Telecom,
Inc.

	 	Zayo Colocation,
Inc.
	 	1,000 shares of
common stock
	 	1,000 shares common

stock
	 	None
	Local Fiber, LLC

	 	FiberNet Telecom,
Inc.
	 	1,000 membership

interest units
	 	1,000 membership

interest units
	 	None
	American Fiber
Systems Holding
Corp.

	 	Zayo Group, LLC
	 	1,000 shares of
common stock
	 	1,000 shares of
common stock
	 	None
	American Fiber
Systems, Inc.

	 	American Fiber
Systems Holding
Corp.
	 	100 shares of
common stock
	 	100 shares of
common stock
	 	None
	360networks
holdings (USA) inc.

	 	Zayo Group, LLC
	 	6,170 shares of
common stock
	 	25,000 shares of
common stock
228,000 shares of
preferred stock
	 	None
	360networks (USA)
inc.

	 	360networks
holdings (USA) inc.
	 	203 shares of
common stock
	 	25,000 shares of
common stock
	 	None
	360networks LLC

	 	360networks (USA)
inc.
	 	100 units
	 	100 units
	 	None





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount Issued	 	Authorized	 	 
	Issuer	 	Owner(s)	 	and Outstanding	 	Equity	 	Restrictions
	360networks
Illinois LLC

	 	360networks LLC
	 	100 units
	 	100 units
	 	None
	360networks Iowa LLC

	 	360networks LLC
	 	100 units
	 	100 units
	 	None
	360networks
Kentucky LLC

	 	360networks LLC
	 	100 units
	 	100 units
	 	None
	360networks
Louisiana LLC

	 	360networks LLC
	 	100 units
	 	100 units
	 	None
	360networks
Michigan LLC

	 	360networks LLC
	 	100 units
	 	100 units
	 	None
	360networks
Mississippi LLC

	 	360networks LLC
	 	100 units
	 	100 units
	 	None
	360networks
Tennessee LLC

	 	360networks LLC
	 	100 units
	 	100 units
	 	None
	Northern Colorado
Telecommunications,
LLC

	 	360networks (USA)
inc.
	 	N/A
	 	N/A
	 	None
	360networks
Vancouver Ltd.

	 	360networks
holdings (USA) inc.
	 	100 shares of A
voting
non-participating
common stock 


100 shares of B
non-voting
participating
common stock
	 	Unlimited number of
Class A voting
non-participating
shares of common
stock 



Unlimited number of
Class B non-voting
participating
shares of common
stock
	 	Holders of Class B
shares are not
entitled to vote or
attend shareholders
meetings.





 


 









 





Schedule 5.1(i)




Labor Matters




None.


 


 









 





Schedule 5.1(j)




Taxes




None.


 


 









 





Schedule 5.1(m)




Investments/Guarantees as of the Agreement Date





The CoBank, ACB investment listed on Schedule 5.1(c)-2.



Investment in US Carrier Telecom, LLC listed on Schedule 8.5


 


 









 





Schedule 5.1(n)




Litigation




None



 


 









 







Schedule 5.1(o)




ERISA




Title IV Plans


None



Multiemployer Plans


ADP TotalSource Retirement Savings Plan



Welfare Plans


ADP TotalSource Inc. Health and Welfare Plan



Retiree Welfare Plans


None


 


 









 





Schedule 5.1(p)




Intellectual Property; Licenses and Certifications




U.S. Trademarks:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application Serial	 	Registration Number/
	Registered Owner	 	Trademark Description	 	Number/Filing Date	 	Registration Date
	360Networks
Corporation *

	 	THE BACKBONE TO COMMUNICATIONS
	 	78966155

September 1, 2006
	 	3490666

August 19, 2008
	360Networks
Corporation *

	 	THE BACKBONE TO COMMUNICATIONS
	 	78966157

September 1, 2006
	 	3464595

July 8, 2008
	360Networks
Corporation *

	 	360NETWORKS
	 	76171118

November 26, 2000
	 	2821982

March 16, 2004
	360Networks
Corporation *

	 	360	 	 	 	76171119

November 26, 2000
	 	2950775

May 17, 2005
	360Networks
Corporation *

	 	360NETWORKS
	 	76122960

September 6, 2000
	 	2911912

December 21, 2004
	Zayo Group, LLC

	 	ZAYO FIBER SOLUTIONS
	 	85308155

April 29, 2011
	 	Application Still

Pending
	Zayo Group, LLC

	 	ZAYO ENTERPRISE NETWORKS
	 	85308157

April 29, 2011
	 	Application Still

Pending
	Zayo Group, LLC

	 	ZAYO BANDWIDTH
	 	77245166

August 2, 2007
	 	3500859

September 16, 2008
	Zayo Group, LLC

	 	ZAYO
	 	77244680

August 1, 2007
	 	3500857

September 16, 2008
	Zayo Group, LLC

	 	ZCOLO
	 	77825058

September 11, 2009
	 	3971264

May 31, 2011
	Zayo Bandwidth
Tennessee, LLC

	 	MEMPHIS NETWORX & Design
	 	75873249

December 17, 1999
	 	2572278

May 21, 2002
	Zayo Bandwidth
Tennessee, LLC

	 	MEMPHIS NETWORX
	 	75873248

December 17, 1999
	 	2545349

March 5, 2002





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application Serial	 	Registration Number/
	Registered Owner	 	Trademark Description	 	Number/Filing Date	 	Registration Date
	Zayo Colocation, Inc.

	 	
	 	78693888

August 16, 2005
	 	3395986

March 11, 2008
	Zayo Colocation, Inc.

	 	
	 	77044317

November 15, 2006
	 	3361370

January 1, 2008
	Zayo Colocation, Inc.

	 	
	 	77037993

November 6, 2006
	 	3350844

December 11, 2007
	Zayo Colocation, Inc.

	 	
	 	78750871

November 9, 2005
	 	3198383

January 16, 2007






Canadian Trademarks:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application	 	Registration Number/
	Registered Owner	 	Trademark Description	 	Number/Filing Date	 	Registration Date
	360Networks
Corporation *

	 	360	 	 	 	1060809

May 26, 2000
	 	TMA583,538

June 11, 2003
	360Networks
Corporation *

	 	360NETWORKS
	 	1060810

May 26, 2000
	 	TMA583,519

June 11, 2003
	360Networks
Corporation *

	 	360NETWORKS
	 	1049887

March 8, 2000
	 	TMA576,857

March 4, 2003








	 	 	 
	*	 	360networks Corporation is transferring ownership of these trademarks to 360networks (USA) inc.
in conjunction with the terms of the Stock Purchase Agreement.






U.S. Patents:


None issued or pending.




Foreign Patents:


None issued or pending.




US Copyright Registrations:


None issued or pending.




Foreign Copyright Registrations:


None issued or pending.




License Agreements:


None.


 


 









 





Schedule 5.1(u)




Insurance




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Expiration	 	 	 	 	 	 	 
	Carrier	 	Policy Number	 	Date	 	Type	 	Amount	 	Deductibles	 
	St. Paul Travelers
	 	H-630-512N520-IND-09	 	8/1/12	 	Deluxe Property	 	$4,727,999 building,	 	$	5,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$11,091,164 blanket	 	 	 	 
	 
	 	 	 	 	 	 	 	business personal	 	 	 	 
	 
	 	 	 	 	 	 	 	property,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$125,713,856 EDP	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	St. Paul Travelers
	 	H-630-512N520-IND-09	 	8/1/12	 	General Liability	 	$1,000,000 each claim	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$2,000,000 general	 	 	 	 
	 
	 	 	 	 	 	 	 	aggregate	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$2,000,000	 	 	 	 
	 
	 	 	 	 	 	 	 	products/completed	 	 	 	 
	 
	 	 	 	 	 	 	 	operations aggregate	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$1,000,000 personal	 	 	 	 
	 
	 	 	 	 	 	 	 	& advertising injury	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$300,000 premises	 	 	 	 
	 
	 	 	 	 	 	 	 	damage	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$10,000 medical	 	 	 	 
	 
	 	 	 	 	 	 	 	expenses	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Employee Benefits	 	$3,000,000 aggregate	 	$	1,000	 
	 
	 	 	 	 	 	Liability	 	limit	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$1,000,000 each claim	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	St. Paul Travelers
	 	TE08302421	 	8/1/12	 	Errors & Omissions	 	$5,000,000 each claim	 	$	50,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$5,000,000 aggregate	 	 	 	 
	 
	 	 	 	 	 	 	 	annual limit	 	 	 	 
	St. Paul Travelers
	 	HSM-CUP-5121N520-TIL-09	 	8/1/12	 	Umbrella Excess Liability	 	$10,000,000 each claim	 	$	10,000	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$10,000,000 annual	 	 	 	 
	 
	 	 	 	 	 	 	 	aggregate	 	 	 	 
	St. Paul Travelers
	 	BA-5121N520-TCT-09	 	8/1/12	 	Automobile Liability	 	$1,000,000 per	 	 	 	 
	 
	 	 	 	 	 	 	 	accident	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$10,000 medical	 	 	 	 
	 
	 	 	 	 	 	 	 	payments per person	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Automobile Physical	 	$15,000 limit	 	$	1,000	 
	 
	 	 	 	 	 	Damage	 	 	 	 	 	 






 


 









 





Schedule 5.1(w)-1




Leased Real Property (Material Collocation and Interconnection Data Centers)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lessor	 	Lessee	 	Property Address	 	City	 	State	 	Zip
	60 Hudson Owner, LLC

	 	Zayo Colocation, Inc.
	 	60 Hudson Suite 0106
MMR, 1903, 1211
	 	New York
	 	NY
	 	 	10013	 
	Market Halsey Urban Renewal, LLC

	 	Zayo Colocation, Inc.
	 	165 Halsey Street
	 	Newark
	 	NJ
	 	 	07102	 
	111 Chelsea Commerce LP

	 	Zayo Colocation, Inc.
	 	111 8th Avenue
	 	New York
	 	NY
	 	 	10011	 
	Digital Printers Square

	 	Zayo Colocation, Inc.
	 	600 S. Federal Street
	 	Chicago
	 	IL
	 	 	60605	 
	707 Wilshire Fee, LLC

	 	Zayo Colocation, Inc.
	 	707 Wilshire Blvd.
	 	Los Angeles
	 	CA
	 	 	90064	 
	Broadview Networks, Inc.

	 	Zayo Bandwidth

Northeast, LLC
	 	401 N Broad St.
	 	Philadelphia
	 	PA
	 	 	19108	 
	XO Communications, Inc.

	 	Zayo Bandwidth

Northeast, LLC
	 	2401 Locust St., Ste. 405
	 	Philadelphia
	 	PA
	 	 	19103	 
	REA Associates LLC

	 	Zayo Bandwidth, LLC
	 	900 Second St., NE
Railway Express Building
	 	Washington
	 	DC
	 	 	20002	 
	Matrix Realty Group, Inc.

	 	Zayo Group, LLC
	 	1525 Rockwell Ave.
4th Fl., Bldg
2
	 	Cleveland
	 	OH
	 	 	44114	 
	Mahrdt Properties, Inc.

	 	Zayo Bandwidth, LLC
	 	701 West Henry Street,
Ste. 201
	 	Indianapolis
	 	IN
	 	 	46225	 
	Townview 56th Street, LLC

	 	Zayo Bandwidth

Central, LLC
	 	334 Gest Street, Ste. 100
	 	Cincinnati
	 	OH
	 	 	45202	 
	Alleghany Center Associates

	 	Zayo Bandwidth

Central, LLC
	 	100 South Commons, Ste

138
	 	Pittsburgh
	 	PA
	 	 	15212	 
	Telx

	 	Zayo Colocation, Inc.
	 	60 Hudson
	 	New York
	 	NY
	 	 	10013	 
	Switch Communications

	 	Zayo Group, LLC
	 	2475 Arden St.
7135 


S. Decature Blvd
	 	Las Vegas
	 	NV
	 	 	89118	 





 


 









 





Schedule 5.1(w)-2




Owned Real Property




None.


 


 









 





Schedule 5.1(x)




Environmental Matters




None.


 


 









 





Schedule 6.13




Bank and Investment Accounts




	 	 	 	 	 	 	 
	 	 	Name in which	 	Account	 	 
	Depository Institution	 	account is held	 	Number	 	Purpose
	Wells Fargo Bank NA
	 	Zayo Group, LLC	 	2000031004646	 	Operating
	1700 Lincoln St., 8th Floor

Denver, CO 80203
	 	 	 	 	 	 
	Wells Fargo Bank NA
	 	Zayo Bandwidth, LLC	 	2000031004688	 	Operating
	1700 Lincoln St., 8th Floor

Denver, CO 80203
	 	 	 	 	 	 
	Wells Fargo Bank NA
	 	Zayo Bandwidth BTOP	 	2000038468861	 	Operating
	1700 Lincoln St., 8th Floor

Denver, CO 80203
	 	 	 	 	 	 
	Wells Fargo Bank NA
	 	Zayo Colocation, Inc.	 	2000038468829	 	Operating
	1700 Lincoln St., 8th Floor

Denver, CO 80203
	 	 	 	 	 	 
	Wells Fargo Bank NA
	 	Zayo Fiber Solutions	 	2000038469747	 	Operating
	1700 Lincoln St., 8th Floor

Denver, CO 80203
	 	 	 	 	 	 






 


 









 





Schedule 6.19




Required PUC Consents





	1.	 	Arizona Corporation Commission







	2.	 	Consents, orders, waivers, and approvals of, and notices or other filings with, the
applicable PUC required in connection with the transfer of immaterial VOIP Assets to Holdings
or any of its Subsidiaries after the Agreement Date.




 


 









 










Schedule 8.1




Outstanding Indebtedness as of the Agreement Date





	1.	 	Fiber Lease Agreement, dated as of November 3, 2000, by and between Zayo Bandwidth Northeast,
LLC (aka PPL Telcom, LLC successor in interest to Cambrian Communications, LLC) and AboveNet,
Inc., a Delaware corporation, as amended by Amendment #1 to Fiber Lease Agreement, dated
December 17, 2001. As of October 31, 2011, the amount outstanding was approximately
$8,329,842.94.







	2.	 	Sub Capacity Use and Service Agreement between First Energy Telecom Services,
successor-in-interest to GPU Telcom and Zayo Bandwidth Central, LLC successor-in-interest to
AFN Fiber, LLC. As of October 31, 2011 the amount outstanding was approximately $1,109,066.06.







	3.	 	Master Facilities Agreement between Fiber Technology Network, LLC and Zayo Bandwidth Central,
LLC. As of October 31, 2011 the amount outstanding was approximately $323,962.38.







	4.	 	Master Lease Service Agreement between Enterprise Fleet Management and Zayo Bandwidth LLC.
As of October 31, 2011 the amount outstanding was approximately $257,827.91.







	5.	 	Capital Lease Agreements between various vendors and Zayo Bandwidth LLC. As of October 31,
2011 the amount outstanding was $7,377.00.







	6.	 	Agreement for the License of Fiber Optic Facilities and Services between Minnesota Power and
Light Company and Zayo Bandwidth, LLC. As of October 31, 2011 the amount outstanding was
$697,742.83.







	7.	 	Letter of Credit 74004-01-2007-08-23 for Zayo Bandwidth Central, LLC issued by Centra Bank,
Inc. in favor of Embarq Corp., secured by CD#10284850 in the amount of $2,988.42 on deposit
with Centra Bank, Inc.







	8.	 	Letter of Credit 74004-03-2007-09-05 for Zayo Bandwidth Central, LLC issued by Centra Bank,
Inc. in favor of Embarq Corp., secured by CD# 10285369 in the amount of $2859.03 on deposit
with Centra Bank, Inc.







	9.	 	Letter of Credit 57568-08-2007-07-03 for Zayo Bandwidth Central, LLC issued by Centra Bank,
Inc. in favor of Virginia Electric, secured by CD# 10284745 in the amount of $12,202.83 on
deposit with Centra Bank, Inc.







	10.	 	Letter of Credit SFX 5051, 5052, 5064, 5065, 5066, 7648 for Zayo Fiber Solutions, LLC issued
by Mutual Savings Credit Union in favor of the cities of Chandler, Glendale, Tempe, Mesa,
Scottsdale and Phoenix, respectively, in the aggregate amount of $538,600.17







	11.	 	Master Lease Service Agreement between Enterprise Fleet Management and Zayo Fiber Solutions,
LLC. As of October 31, 2011 the amount outstanding was approximately $246,882.11.







	12.	 	Purchaser Holdback agreement dated as of October 12, 2006 by and between American Fiber
Systems, Inc. and IDACORP, Inc., a Idaho Corporation. As of October 31, 2011 the amount
outstanding was approximately $2,750,965.81




 


 









 











	13.	 	Subordinated Promissory Note dated as of October 1, 2010, by and between Zayo Group, LLC and
Robert E. Ingalls, Jr. As of October 31, 2011, the amount outstanding was approximately
$4,500,000.







	14.	 	Master Lease Service Agreement between Enterprise Fleet Management and 360networks(USA). As
of November 30, 2011 the amount outstanding is approximately $124,803.63.







	15.	 	Irrevocable Letter of Credit for 360networks (USA) inc. issued by Wells Fargo Bank in favor
of Fidelity Deposit Company of Maryland secured by bond #8755048942 in the amount of
$257,500.00 on deposit with Wells Fargo Bank.




 


 









 










Schedule 8.5




Existing Investments




Zayo Group, LLC currently has 55% ownership in the class A units and 34% ownership in the class B
units of US Carrier Telecom, LLC. As of October 31, 2011, the total value of the investment was
approximately $15,075,555.78.


 


 









 





Schedule 8.6




Affiliate Transactions




None.