ZAYO GROUP HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2015 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
The undersigned understands that Goldman, Sachs & Co., Barclays Capital Inc. and Morgan Stanley & Co. LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Zayo Group Holdings, Inc., a Delaware corporation (the “Company”) and certain shareholders of the Company (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
INDENTURE Dated as of January 23, 2015 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 6.00% SENIOR NOTES DUE 2023Indenture • January 23rd, 2015 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of January 23, 2015, among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc. (the “Co-Issuer,” and together with the Company, the “Issuers”), the guarantors party hereto (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2015 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on January 23, 2015, between Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), the subsidiary guarantors party hereto (the “Guarantors”) and Goldman, Sachs & Co., as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) set forth in Schedule I to the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2017 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (the “Agreement”) is entered into as of September 11, 2017 (the “Effective Date”) between Zayo Group, LLC, a Delaware limited liability company (the “Company”) and Matt Steinfort (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeSeventh Supplemental Indenture • February 3rd, 2020 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October [ ], 2014 among Zayo Group Holdings, Inc., a Delaware corporation (such company, together with any corporate successor thereto, the “Company”), and those Persons listed on Schedule A hereto.
ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part B Awards)Zayo Group Holdings, Inc. • February 8th, 2019 • Telephone communications (no radiotelephone)
FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Assuming target performance, each restricted stock unit represents the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”), upon the terms and subject to the conditions set forth in this Grant Notice, the Zayo Group Holdings, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under such Plan, each as amended from time to time. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.
STOCK PURCHASE AGREEMENT BY AND AMONG ZAYO GROUP, LLC, LATISYS-CHICAGO HOLDINGS CORP., LATISYS HOLDINGS CORP., LATISYS-ASHBURN HOLDINGS CORP. AND LATISYS HOLDINGS, LLC Dated as of January 13, 2015Stock Purchase Agreement • February 11th, 2015 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
STOCK PURCHASE AGREEMENT, dated as of January 13, 2015 (the “Agreement”), by and among Zayo Group, LLC, a limited liability company existing under the laws of Delaware (“Purchaser”), Latisys Holdings Corp., a Delaware corporation (“Irvine/Denver Holdings”), Latisys-Chicago Holdings Corp., a Delaware corporation (“Chicago Holdings”), Latisys-Ashburn Holdings Corp., a Delaware corporation (“Ashburn Holdings”) (each of Irvine/Denver Holdings, Chicago Holdings and Ashburn Holdings, a “Company” and together the “Companies”), and Latisys Holdings, LLC, a Delaware limited liability company (“Seller”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 6th, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2014, between Zayo Group Holdings, Inc., a Delaware corporation (the “Company”), on the one hand, and each Sponsor (as defined below) listed on the signature pages hereto and each stockholder listed on the signature pages hereto, solely with respect to Articles I, III and IV of this Agreement (collectively, and together with the Sponsors, the “Participants”), on the other hand, and any other Person that may become a party to this Agreement after the date and pursuant to the terms hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 22, 2014 among Zayo Group Holdings, Inc., a Delaware corporation (such company, together with any corporate successor thereto, the “Company”), and those Persons listed on Schedule A hereto.
FIFTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeFifth Supplemental Indenture • February 3rd, 2020 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone)
This First Amendment to Employment Agreement (the “Amendment”) is entered into as of October 2, 2014 between Communications Infrastructure Investments, LLC, a Delaware limited liability company (“CII”) and Zayo Group Holdings, Inc., a Delaware corporation, (“Zayo” and collectively with CII, the “Company”) and Daniel P. Caruso (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • September 18th, 2015 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This First Amendment to Stockholders Agreement (this “Amendment”), dated as of September 17, 2015, between Zayo Group Holdings, Inc., a Delaware corporation (the “Company”) and each Participant listed on the signature pages hereto, amends that certain Stockholders Agreement between the Company and each Participant named therein, dated as of October 22, 2014 (the “Stockholders Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders Agreement.
EIGHTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeEighth Supplemental Indenture • February 3rd, 2020 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 22nd, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 22, 2014, between Zayo Group Holdings, Inc., a Delaware corporation (the “Company”), on the one hand, and each Sponsor (as defined below) listed on the signature pages hereto and each stockholder listed on the signature pages hereto, solely with respect to Articles I, III and IV of this Agreement (collectively, and together with the Sponsors, the “Participants”), on the other hand, and any other Person that may become a party to this Agreement after the date and pursuant to the terms hereof.
