Exhibit 4.2





Exhibit 4.2




FIFTH SUPPLEMENTAL INDENTURE




Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 1, 2011,
among 360networks holdings (USA) inc., a Nevada corporation (“360 Holding”), the other direct and
indirect subsidiaries of 360 Holding listed on the signature pages hereto (together with 360
Holding, each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”) and
The Bank of New York Mellon Trust Company, N.A., a national banking association organized and
existing under the bank of the United States of America, as trustee (the “Trustee”).



W I T N E S S E T H




WHEREAS, each of the Guaranteeing Subsidiaries is a newly acquired indirect subsidiary of Zayo
Group, LLC, a Delaware limited liability company (the “Company”);



WHEREAS, the Company, Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and,
together with the Company, the “Issuers”), the Guarantors (as defined in the Indenture referred to
below) and the Trustee have heretofore executed and delivered to the Trustee an indenture, dated as
of March 12, 2010 (the “Base Indenture”), among the Issuers, the Guarantors party thereto and the
Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of September 13,
2010 (the “First Supplemental Indenture”), between Zayo Fiber Solutions, LLC, and the Trustee, the
Second Supplemental Indenture, dated as of September 20, 2010 (the “Second Supplemental
Indenture”), among the Issuers, the Guarantors party thereto and the Trustee, the Third
Supplemental Indenture, dated as of November 5, 2010 (the “Third Supplemental Indenture”), among
American Fiber Systems Holding Corporation, American Fiber Systems, Inc. and the Trustee and the
Fourth Supplemental Indenture, dated as of the date hereof (the “Fourth Supplemental Indenture”),
among the Issuers, the Guarantors party thereto and the Trustee (such Base Indenture, as amended
and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”).



WHEREAS, the Indenture provides for the issuance of an unlimited aggregate principal amount of
10.25% Senior Secured First-Priority Notes due 2017 (the “Notes”);



WHEREAS, the Indenture provides that under certain circumstances a Subsidiary of the Company
or the Co-Issuer shall execute and deliver to the Trustee a supplemental indenture pursuant to
which such Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and



WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture;


 


 









 





NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:



(1) Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



(2) Agreement to be Bound. Each Guaranteeing Subsidiary hereby becomes a party to the
Indenture as a Guarantor and as such will have all of the rights and be subject to all of the
obligations and agreements of a Guarantor under the Indenture.



(3) Guarantee. Each Guaranteeing Subsidiary agrees, on a joint and several basis with
all the existing Guarantors, to Guarantee to each Holder of the Notes and the Trustee the Indenture
Obligations pursuant to Article 13 of the Indenture.



(4) No Recourse Against Others. No director, officer, employee, incorporator, or
stockholder of either Guaranteeing Subsidiary shall have any liability for any obligations of the
Issuers or the Guarantors (including such Guaranteeing Subsidiary) under the Notes, any Note
Guarantees, the Indenture, or this Supplemental Indenture, or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder, by accepting Notes, waives
and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes and the Note Guarantees.



(5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



(6) Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



(7) Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



(8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by each Guaranteeing
Subsidiary.



(9) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the
terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Note Guarantee are knowingly made in contemplation of such benefits.



(10) Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental
Indenture shall bind its successors, except as otherwise provided in the Indenture. All agreements
of the Trustee in this Supplemental Indenture shall bind its successors.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ Ken desGarennes	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:	 	Ken desGarennes	 	 
	 

	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Raymond Torres	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: 	Raymond Torres	 	 
	 	 	 	 	Title: 	Senior Associate