Attachment Transfer Application

This document pretains to ITC-T/C-20100802-00317 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010080200317_832082

BINGH A M Jean L. Kiddoo Brett P. Ferenchak jean.kiddoo@bingham.com brett.ferenchak@bingham.com Our file no. 0000350839 July 30, 2010 Via Electronic Filing Marlene H. Dortch, Secretary Federal Communications Commission International Bureau Applications P.O. Box 979093 | St. Louis, MO 63197—9700 Re: In the Matter of the Joint Application of American Fiber Systems Holding Corp., Transferor, American Fiber Systems, Inc., Licensee, and Zayo Group, LLC, Transferee, for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of the Commission‘s Rules to Complete a Transfer of Control of American Fiber Systems, Inc. to Zayo Group, LLC Dear Ms. Dortch: On behalf of American Fiber Systems Holding Corp., American Fiber Systems, Inc. ("AFS"), and Zayo Group, LLC ("Zayo Group") (collectively, "Applicants"), attached please find an application for approval to complete the transfer of control of AFS to Zayo Group. Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants submit this filing as a combined domestic section 214 assignment application and international section 214 assignment application ("Combined Application"). This filing and the applicable credit card payment in the amount of $1,015.00, which satisfies the filing fee required for this application under line 2.b of Section 1.1105 of the Commission‘s rules, are being submitted electronically through the MyIBFS. Applicants Boston are simultaneously filing the Application with the Wireline Competition Bureau, in Hartford accordance with the Commission‘s rules. Hong Kong London Please direct any questions regarding this filing to the undersigned. Los Angeles New York Orange County Respectfully submitted, San Francisco Santa Monica Silicon Valley BuHC F_k— Tokyo Jean L. Kiddoo Washington Brett P. Ferenchak Counsel for Zayo Group, LLC Bingham McCutchen LLP 2020 K Street NW Washington, DC 20006—1806 T +1.202.373.6000 F +1.202.373.6001 bingham.com A/T3452195.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 L/ N N2 NLZ Ne Ne Nt Ne N) Nes Nes Nmd Nas! Nee Nee Nun! Nes N Ned In the Matter of the Joint Application of American Fiber Systems Holding Corp., Transferor, American Fiber Systems, Inc., Licensee, WC Docket No. 10— and IB File No. ITC—T/C—2010 Zayo Group, LLC, Transferee, For Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of the Commission‘s Rules to Complete a Transfer of Control of American Fiber Systems, Inc. to Zayo Group, LLC JOINT APPLICATION I. INTRODUCTION A. Summary of Transaction American Fiber Systems Holding Corp. ("AFSHC" or "Transferor"), American Fiber Systems, Inc. ("AFS" or "Licensee"), and Zayo Group, LLC ("Zayo Group" or "Transferee") (collectively, "Applicants"), pursuant to Section 214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission‘s Rules, 47 C.F.R. §§ 63.04 & 63.24, respectfully request Commission approval or such authority as may be necessary or required to enable the parties to consummate a transaction whereby Zayo will acquire control of Licensee, which provides dark fiber and lit bandwidth services. A/73423540.6

Although the proposed transaction willresult in a change in the ultimate ownership of Licensee, no transfer of authorizations, assets or customers will occur as an immediate conse— quence of the proposed transaction. Licensee will continue to provide service to its existing customers pursuant to its authorizations under the same rates, terms and conditions. Accord— ingly, this transaction will have no effect on the rates, terms and conditions of service of the customers of Licensee. B. Request for Streamlined Processing Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §§ 63.03 & 63.12. This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) be— cause, immediately following the transaction, Transferee (and its Affiliates) will have a market share in the interstate, interexchange market of less than 10 percent, and the Transferee (and its Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction, and none of the Applicants (or their Affiliates) are dominant with respect to any service. With respect to international authority, this Application is eligible for streamlined proc— essing pursuant to Section 63.12(a)—(b) of the Commission‘s Rules, 47 C.F.R. §63.12(a)—(b). In particular, none of the exclusionafy criteria set forth in Section 63.12(c) apply as described more fully in Section IV below. Accordingly, 'tfiis’Applicatioh qualifies for streamlined processing pursuant to Section 63.12 of the Commission‘s rules. In support of this Application, Applicants provide the following information: A/73423540.6

II. DESCRIPTION OF THE APPLICANTS A. American Fiber Systems Holdings Corp. and American Fiber Systems, Inc. American Fiber Systems, Inc. is a Delaware corporation with principal offices located at 100 Meridian Centre, Suite 300, Rochester, New York 14618. AFS is a wholly—owned subsidi— ary of American Fiber Systems Holding Corp., a Delaware holding company whose principal business is telecommunications.‘ AFS provides dark fiber and lit bandwidth services to carrier and large enterprise customers. AFS has over 1200 route miles of unique, fiber—rich networks in 9 metropolitan markets — Atlanta, Boise, Cleveland, Kansas City, Las Vegas, Minneapolis, Nashville, Reno and Salt Lake City. B. Zayo Group, LLC Zayo Group is a Delaware limited liability company with principal offices located at 400 Centennial Parkway, Suite 200, Louisville, Colorado 80027. Zayo Group is wholly owned by Zayo Group Holdings, Inc. ("Holdings"), a‘ Delaware corporation, which in turn is wholly owned by Communications Infrastructure Ihvestment, LLC ("CII" and together with Zayo Group and Holdings, the "Company"), a Delaware limited liability company. CII has no majority owner. The Company was organized to acquire and support long—term development of fiber—based bandwidth solutions—oriented businesses and has made a number of acquisitions to further that business plan. The acquisition of AFS furthers that business plan. Through its four business units —— Zayo Bandwidth , Zayo Enterprise Services, zColo and Zayo Fiber Solutions —— Zayo Group provides bandwidth, connectivity and dark—fiber related services, voice, collocation and interconnection, and managed services to carrier, enterprise, small and medium enterprise, and govemn?efit customers. Zayo Group anticipates that AFS will initially become part of the Zayo Bandwidth business unit. 1 AFSHC holds no regulatory licenses from this or any other regulatory Commission. 3 A/T3423540.6

III. DESCRIPTION OF THE TRANSACTION Zayo Group, Zayo AFS Acquisition Company, Inc. ("Merger Sub"), a direct subsidiary of Zayo Group created specifically for the purposes of this transaction, AFSHC and Robert E. Ingalls, Jr., as the Equity Holder Representative have entered into an Agreement and Plan of Merger dated as of June 24, 2010 (the "Agreement") whereby AFSHC will merge with and into Merger Sub, with AFSHC surviving the mergér“. As a result of the transaction, AFSHC will become a direct subsidiary, and AFS will become an indirect subsidiary, of Zayo Group. Appli— cants therefore request authority for the indirect transfer of control of AFS to Zayo Group. For the Commission‘s convenience, pre— and post—transaction corporate structure charts are provided as ExhibitB. Immediately following the consummation of the proposed transaction, AFS will continue to offer service with no change in the rates or terms and conditions of service. Therefore, except for the name change, the transfer of control of AFS will be seamless and transparent to consum— ers. IV. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(3) of the | Commission‘s Rules, the Applicants submit the following information requested in Section 63.18 (a)—(d) and (bh)—(p) in support of this Application: — (a) Name, address and telephone number of each Applicant: Transferor American Fiber Systems Holding Corp. FRN: 0020023966 100 Meridian Centre, Suite 300 Rochester, NY 14618 585—785—5821 A/73423540.6

Licensee: American Fiber Systems, Inc. FRN: 0006651202 100 Meridian Centre, Suite 300 Rochester, NY 14618 585—785—5821 Transferee: Zayo Group, LLC FRN: 0016555849 400 Centennial Parkway, Suite 200 Louisville, CO 80027 303—381—4664 (b) Jurisdiction of Organizations: Transferor: AFSHC is a corporation formed under the laws of Delaware. Licensee: AFS is a corporation formed under the laws of Delaware. Transferee: Zayo Group is a limited liability company formed under the laws of Delaware. (c) (Answer to Question 10) Correspondence concerning this Application should be sent to: For Zayo Group: With copies to: Jean L. Kiddoo Scott E. Beer Brett P. Ferenchak General Counsel Bingham McCutchen LLP Zayo Group, LLC 2020 K Street, N.W. 400 Centennial Parkway, Suite 200 Washington, DC 20006 Louisville, CO 80027 202—373—6697 (Tel) 303—381—4664 (Tel) 202—373—6001 (Fax) 303—226—5923 (Fax) jean.kiddoo@bingham.com ! sbeer@zayo.com brett.ferenchak@bingham.com For Transferor and Licensee: Bruce T. Frankiewich General Counsel & VP of Regulatory Affairs American Fiber Systems, Inc. 100 Meridian Centre Suite 300 Rochester, NY 14618 585—785—5821 (Tel) 585—785—5822 (Fax) bfrankiewich@afsnetworks.com A/73423540.6

(d) Section 214 Authorizations Transferor: AFSHC does not hold domestic or international Section 214 authorization. Licensee: AFS is authorized to provide interstate telecommunications services pur— suant to blanket domestic Section 214 authority. 47 C.F.R. § 63.01. AFS holds international Section 214 authority to provide global facilities—based service and global resale service granted in IB File No. ITC—214— 20000929—00551 (November 1, 2000). Transferee: Zayo Group operates its integrated communications business through various subsidiaries and, therefore, does not directly hold any domestic or international Section 214 authority. The following subsidiaries of Zayo Group hold Section 214 authority: Zayo Bandwidth, LLC ("ZB") is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.ER. § 63.01. ZB also holds international Section 214 authority to provide global or limited global facilities—based service and global or limited global resale service granted in IB File No. ITC— 214—20091106—00475 (Dec. 12, 2009). Zayo Bandwidth: Tennessee, LLC is authorized to provide inter— state service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. Zayo Enterprise Networks, LLC ("ZEN") is authorized to provide interstate service by virtue of blanket domestic Section 214 author— ity. 47 C.FE.R. § 63.01. ZEN also holds international Section 214 authority to provide global or limited global resale service granted in IB File No. ITC—214—20091016—00444 (Nov. 27, 2009). Zayo Fiber Solutions, LLC ("ZFS") is authorized to provide inter— state service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. Through Holdings, Zayo Group is also affiliated with the following carri— ers that hold Section 214 authority; ° Onvoy, Inc. ("Onvoy") is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. Onvoy also holds international Section 214 authority (1) to provide global resale services granted in IB File No. ITC—214— 19970722—00425 (old IB File No. ITC—97—452) and (2) to operate as a facilities—based carrier by constructing and operating a fiber optic telecommunications facility between the United States and A/7T3423540.6

Canada granted in IB File No. IB File No. ITC—214—19971205— 00766 (old IB File No. ITC—97—769)." Minnesota Independent Equal Access Corporation ("MIEAC") holds Section 214 authority to lease transmission facilities to pro— vide CEA service to interexchange carriers. See File No. W—P— €6400 (August 22, 1990). (h) (Answer to Questions 11 & 12) The following entities hold, directly or indirectly a 10% or greater interest in Applicants as calculated pursuant to the Commission ownership attribution rules for wireline and international telecommunications carriers:* Pre— and Post—Transaction Direct Ownership of AFS: The following entity holds a ten percent (10%) or greater direct interest in American Fi— ber Systems, Inc.: Name: American Fiber Systems Holdings, Inc. Address: 100 Meridian Centre, Suite 300 Rochester, NY 14618 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in AFS) 2 The international Section 214 authorizations were originally granted to Minnesota Independent Interexchange Corporation, which subsequently merged into its parent company Onvoy, Inc. (f/k/a Minnesota Equal Access Network Services). See IB File No. ITC—ASG— 20070913—00379. 3 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 4 While the Commission‘s rules for combined domestic and international applications require this information only for the assignee/transferee, see 47 C.F.R. §§ 63.04(b), 63.24(3)(2), Applicants are providing ownership information for both parties. 7 AT3423540.6

Pre—Transaction Direct Ownership of AFSHC:: The following entities hold a ten percent (10%) or greater direct or indirect interest in American Fiber Systems Holding Corp.: Name: Sierra Ventures VII LP ("Sierra VII") Address: 2884 Sand Hill Road Building 4, Suite 100 Menlo Park, CA 94025 Citizenship: U.S. Principal Business: Investments % Interest: 19% (directly in AFSHC) Name: Sierra Ventures VIII A LP ("Sierra VIII A") Address: 2884 Sand Hill Road Building 4, Suite 100 Menlo Park, CA 94025 Citizenship: U.S. Principal Business: Investments % Interest: 25% (directly in AFSHC) Except as set forth above, to AFSHC‘s knowledge, no person or entity owns or controls, directly or indirectly, owns or control a 10% or more in— terest in AFSHC through Sierra VII and Sierra VIII A. Name: North Atlantic Venture Fund III ("NAV III") Address: Two City Center Portland, ME 04101 Citizenship: U.S. Principal Business: Investments % Interest: 14% (directly in AFSHC) Name: United States Small Business Administration Address: . Office of Investment "Suite 6300 — 409 3rd. Street, S.W. Washington, DC 20416 Citizenship: U.S. Principal Business: Federal agency engaged in small business lending. % Interest: 14% (indirectly in AFSHC as 64% owner of NAV III) Except as set forth above, to the knowledge of AFSHC, no person or en— tity owns or controls, directly or indirectly, a 10% or more interest in AFSHC through NAV III. A/T3423540.6

Name: Lucent Venture Partners II, LLC ("LVP II") Address: 600 Mountain Avenue Murray Hill, NJ 07974 Citizenship: U.S. Principal Business: Investments % Interest: 14% (directly in AFSHC) Name: Lucent Venture Partners, Inc. ("LVP") Address: 600 Mountain Avenue Murray Hill, NJ 07974 Citizenship: U.S. Principal Business: Investments % Interest: 14% (indirectly in AFSHC as 100% owner of LVP I1) Name: Alcatel—Lucent USA Inc. ("A—L USA") Address: 600 Mountain Avenue Murray Hill, NJ 07974 Citizenship: U.S. Principal Business: Telecommunications equipment manufacturing and services % Interest: 14% (indirectly in AFSHC as 100% owner of LVP) Name: Alcatel—Lucent Holdings, Inc. ("A—L Holdings") Address: 3400 West Plano Parkway Plano, TX 75075 Citizenship: U.S. Principal Business: Telecommunications equipment manufacturing and services % Interest: 14% (indirectly in AFSHC as 100% owner of A—L ‘USA) Name: Alcatel—Lucent Participations ("A—L Part.") Address: 3 Avenue Octave Greard 75007 Paris, France Citizenship: French Principal Business: Telecommunications equipment manufacturing and services % Interest: 14% (indirectly in AFSHC as 100% owner of A—L Holdings) _ Name: Compagnie Financiere Alcatel—Lucent ("CF A—L") Address: 3 Avenue Octave Greard 75007 Paris, France Citizenship: French Principal Business: Telecommunications equipment manufacturing and services A/73423540.6

% Interest: 14% (indirectly in AFSHC as 100% owner of A—L Part.) Name: Alcatel—Lucent Address: 3 Avenue Octave Greard 75007 Paris, France Citizenship: ‘French ' Principal Business: _ Telecommunications equipment manufacturing and services % Interest: 14% (indirectly in AFSHC as 100% owner of CF A—L) Alcatel—Lucent is a publicly held company. Except as set forth above, to AFSHC‘s knowledge, no person or entity owns or controls, directly or in— directly, a 10% or more interest in AFSHC through LVP II. Name: Hudson River Co—Investment Fund, LP ("Hudson River") Address: One Belmont Avenue 9th Floor Bala Cynwyd, PA 19004 Citizenship: U.S. Principal Business: Investments % Interest: 11% (directly in AFSHC) Name: New York State Common Retirement Fund Address: 110 State Street ‘ Albany, New York 12244—0001 Citizenship: UIS. Principal Business: State Retirement Fund % Interest: 11% (indirectly in AFSHC as 99% owner of Hud— son River) Except as set forth above, to AFSHC‘s knowledge, no person or entity owns or controls, directly or indirectly, a 10% or more interest in AFSHC through Hudson River. Except as set forth above, to AFSHC‘s knowledge, no other person or entity di— rectly owns or controls a 10% or more interest in AFSHC. 10 A/73423540.6

Post—Transaction Direct Ownership of AFSHC: The following entity will hold a ten percent (10%) or greater direct interest in American Fiber Systems Holding Corp.: Name: Zayo Group, LLC Address: 400 Centennial Parkway, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Telecommunications % Interest: 100% (directly in AFSHC) Pre— and Post—Transaction Ownership of Transferee: 1) The following entities hold a tefi"-._percent (10%) or greater direct or indirect inter— est in Zayo Group, LLC: Name: Zayo Group Holdings, Inc. Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in Zayo Group) Name: Communications Infrastructure Investments, LLC Address: 901 Front Street, Suite 200 Louisville, CO 80027 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (indirectly in Zayo Group as 100% owner of Hold— ings) 2) The following entities and individuals hold a ten percent (10%) or greater, direct or indirect, interest in Communications Infrastructure Investments, LLC cCmy Name: Oak Investment Partners XII, Limited Partnership ("Oak Investment XII") Address: 525 University Avenue, Suite 1300 Palo Alto, CA 94301 Citizenship: U.S. Principal Business: Investments % Interest: 22.3% (directly in CII) 11 A/73423540.6

Name: _ Oak Associates XII, LLC ("Oak Associates") Address: 525 University Avenue, Suite 1300 Palo Alto, CA 94301 Citizenship: U.S. Principal Business: Investments % Interest: 22.3% (indirectly as general partner of Oak Invest— ment XI1) The following individuals are the executive managing members of Oak Associates, are all U.S. citizens, and can be reached through Oak Associ— ates: Bandel L. Carano Edward F. Glassmeyer Ann H. Lamont Fredric W. Harman To Transferee‘s knowledge, no other person or entity, directly or indi— rectly, owns or control a.10% or more interest in CIHI through Oak Invest— ments XIL Name: M/C Venture Partners VI, L.P. ("MCVP VI") Address: 75 State Street, Suite 2500 Boston, MA 02109 Citizenship: U.S. Principal Business: Investments | % Interest: 20.3% {directly in CIH) Name: M/C VP VI, L.P. Address: 75 State Street, Suite 2500 Boston, MA 02109 Citizenship: U.S. Principal Business: Investment Management % Interest: 20.3% (indirectly as the general partner of MCVP VI) Name: M/C Venture Partners, LLC Address: 75 State Street, Suite 2500 _ Boston, MA 02109 Citizenship: U.S. Principal Business: Investment Management % Interest: 20.3% (indirectly as the general partner of M/C VP ‘ VI, LP.) 12 A/73423540.6

The following individuals are the managing members of M/C Venture Partners, LLC, are all U.S. citizens, and can be reached through M/C Ven— ture Partners, LLC: James F. Wade David D. Croll — Matthew J. Rubins John W. Watkins John Van Hooser Mr. Wade and Mr. Croll are also two of the five managers of M/C Venture Investors, L.L.C., which has a 0.6% direct interest in CIL. To Transferee‘s knowledge, no other person or entity, directly or indi— rectly, owns or control a 10% or more interest in CII through MVCP VI. Name: Columbia Capital Equity Partners IV (QP), L.P. ("Colum— bia Capital IV") Address: 201 N. Union Street, Suite 300 Alexandria, VA 22314 Citizenship: U.S. Principal Business: Investments % Interest: 18.5% (directly in CII) Name: Columbia Capital IV, LLC Address: 201 N. UnionStreet, Suite 300 Alexandria, VA 22314 Citizenship: UIS. Principal Business: Investment Management % Interest: 20.9% (indirectly in CII as the general partner of (1) Columbia Capital Equity Partners IV, L.P. which is the general partner of both Columbia Capital IV and Columbia Capital Equity Partners IV (QPCO), L.P. (2.3% direct interest in CHI) and (ii) of Columbia Capital Employee Investors IV, L.P. (0.1% direct interest in CII)) The following individuals are the managing members of Columbia Capital IV, LLC, are all U.S. citizens, and can be reached through Columbia Capi— tal IV, LLC James B. Fleming, Jr. R. Philip Herget, III Harry F. Hopper III These individuals also have indirect‘control other entities that have, in ag— gregate, a 0.4% direct interest in CIL 13 A/73423540.6

To Transferee‘s knowledge, no other person or entity, directly or indi— rectly, owns or controls a 10% or greater interest in CII through Columbia Capital IV or Columbia Capital IV, LLC. Name: Charlesbank Equity Fund VI GP, Limited Partnership ("Charlesbank VI GP") Address: 200 Clarendon, 5th Floor Boston, MA 02116 Citizenship: U.S. Principal Business: Investment Management % Interest: 10.8% (indirectly in CII as the general partner of (i) Charlesbank Equity Fund VI, Limited Partnership (9.2% direct interest in CH), (ii) CB Offshore Equity Fund VI (1.1% direct interest in CII), (iii) Charlesbank Equity Coin— vestment Fund VI, LP (0.4% direct interest in CIHI), and (iv) Charlesbank Equity Coinvestment Partners, LP (0.1% di— rect interest in CI)) Name: Charlesbank Capital Partners, LLC Address: 200 Clarendon, 5th Floor Boston, MA 02116 Citizenship: U.S. Principal Business: Investment Management % Interest: 10.8% (indirectly in CII as the general partner of Charlesbank VI GP) Charlesbank Capital Partners, LLC is owned by its nine (9) managing members who are all U.S. citizens, and can be reached through Charlesbank Capital Partners, LLC:. Michael Eisenson Tim Palmer Kim Davis Mark Rosen Michael Choe Brandon White Jon Biotti Andrew Janower Michael Thonis To the Transferee‘s knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in CIl through Charlesbank VI GP. To Transferee‘s knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in CIL. 14 A/73423540.6

1 No other person or entity, directly or indirectly, will own or control a 10% or greater interest in Zayo Group through CII following the transaction. Aside from Zayo Group‘s subsidiaries ZB and ZEN and Zayo—Holdings subsidiary Onvoy, which are non—dominant foreign carriers in Canada, Zayo Group does not have any interlocking directorates with a foreign carrier. Upon completion of the transaction, AFS will have interlocking directorate with these entities as well. (1) (Answer to Question 14) Transferee certifies that it is not currently a foreign car— rier. Transferee is currently affiliated within the meaning of Section 63.09(e) of the Commis— sion‘s rules, 47 C.F.R. § 63.09(e), with foreign carrier, ZB, ZEN and Onvoy. ZB and ZEN each hold a license to provide basic international telecommunicétions services and are registered as a reseller of telecommunications services in Canada. Onvoy is registered as a reseller of telecom— munications services in Canada. While not currently a foreign carrier or affiliated with a foreign carrier, as a result of the transaction, Licensee will also be affiliated with ZB, ZEN and Onvoy, which are foreign carriers. (J) (Answer to Question 15) Transferee certifies that, through its acquisition of con— trol of Licensee, Transferee does not seek to provide international telecommunications services to any destination country where: (1) Transferee is a foreign carrier in that country; or (2) Two or more foreign carriers (or parties that control foreign carri— ers) own, in the aggregate more than 25 percent of Transferee and are parties to, or the beneficiaries of, a contractual relation affect— ing the provision or marketing or international basic telecommuni— cations services in the United States. However, Transferee certifies that it directly controls foreign carriers, ZB and ZEN, and is affiliated with another foreign carrier, Onvoy, each of which provide telecommunications services in Canada. While not currently a foreign carrier or affiliated with a foreign carrier, as a 15 A/73423540.6

result of the transaction, Licensee will also be affiliated with ZB, ZEN and Onvoy, which are foreign carriers. (k) Transferee certifies that Canada, the country referenced in paragraph (J) above, is a Member of the World Trade Organization ("WTO®"). ZB, ZEN and Onvoy, the foreign carriers listed in paragraph (J), are not on the Commission‘s List of Foreign Telecommunications Carriers that are presumed to Possess Market Power in Foreign Telecommunications Markets, released on January 26, 2007. In addition, ZB, ZEN and Onvoy, the foreign carriers listed in paragraph (J), offer services in competition with dominant foreign carriers and others. (1) Transferee, through its subsidiaries, may resell international switched services of unaffiliated U.S. carriers in order to provide telecommunications services to countries where it has a foreign carrier affiliation. As demonstrated above and because ZB, ZEN and Onvoy lack 50 percent market share in the international transport and the local access markets on the foreign end of the route, ZB, ZEN and Onvoy 4s.houl.d be pres;mptively found to be non—dominant pursuant to Section 63.10(a)(3) of the Comrfiission’s rules, 47 C.F.R. § 63.10(a)(3). (m) Transferee qualifies for a presumption of non—dominance under Section 63.10(a)(1) and (3) of the Commission‘s rules, 47 C.F.R. § 63.10(a)(1,3), because it is not a foreign carrier and, as demonstrated above in paragraph (k), its affiliation is with a non—dominant foreign carrier in a country that is a Member of the WTO. (n) Transferee and Licensee certify that they have not agreed to accept special con— cessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. 16 A/73423540.6

(0) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001—1.2003. (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)—(b) o.f the Commission’s rules, 47 C.ER. §63.12(a)—(b). Transferee is affiliated with foreign carriers that provide telecommunications services in Canada. Nevertheless, Transferee qualifies for streamlined treatment under Section 63.12(c) because Transferee qualifies for a presumption of non—dominance under Section 63.10(a)(1) and (3) for the reasons detailed in response to paragraphs (k) and (m) above. v. INFORMATION REQUIRED BY SECTION 63.04 Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the fol— lowing information in support of their request for domestic Section 214 authority in order to address the requirements set forth in Commission Rule 63.04(a)(6)—(12): (a)(6) A description of the proposed Transaction is set forth in Section III above. (a)(7) (1) AFS provides dark fiber and lit bandwidth services in Georgia, Idaho, Kansas, Minnesota, Missouri, Nevada and'U,tah.5 AFS provides dark fiber services in Ohio, Tennessee and Connecticut. (ii) AFS currently holds an indirect 55% equity interest in (but does not con— trol) USCarrier Telecom, LLC ("USC"),° which holds blanket domestic Section 214 authoriza— 5 AFS is authorized to provide intrastate (local exchange, interexchange and/or private line) telecommunications services in each of these states and Ohio & Tennessee. In addition, AFS is authorized to provide, but does not currently provide such services, in Arizona, Florida, and New York. 6 Although AFS holds a total of 55% equity interest in USC‘s parent, USCarrier Telecom Holdings, LLC ("USCTH"), AFS does not have actual day—to—day control of USCTH (nor indirect control of USC) because of governance and voting agreements within the governing 17 A/73423540.6

tion and international Section 214 authorization to provide global or limited global resold services granted in File No. ITS—214—1998022400140.‘ USC offers data, internet access and voice services to telecommunications carriers in Alabama, Florida Georgia, South Carolina and Tennessee. (iii) Zayo Group does not provide telecommunications services in any state. However, as stated above, Zayo Group currently controls ZB, Zayo—TN, ZEN, and ZFS. ZB provides wholesale bandwidth services in California, Georgia, Idaho, Illinois, Indiana, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, Ohio, Oregon, Pennsylvania, Tennes— see, Texas, Virginia, Washington and West Virginia.8 Zayo—TN provides intrastate bandwidth services in Tennessee. ZEN provides telecommunications services in Colorado, Idaho, Michi— gan, Minnesota, Ohio and Washington.9 ZFS provides dark fiber in Arizona, Georgia, Missouri, North Carolina and Virginia.‘" ZFS does not provide lit telecommunications services in any state. Zayo Group is affiliated, through Zayo—Holdings, with Onvoy and MIEAC which also provide telecommunications services. Onvoy provides competitive local exchange services in Indiana, Iowa, Michigan Minnesota, North Dakota, Ohio and Wisconsin and interexchange documents of USCTH; however, there are certain major decisions that require supermajority of the members and therefore AFS‘s approval. 7 Applicants and USC are currently determining the structure of the transaction as it relates to AFS‘s current indirect ownership in USC. To the extent necessary, Applicants and/or USC will file a separate application for the transfer of control of USC. 8 ZB is authorized to provide intrastate (local exchange, interexchange and/or private line) telecommunications services in each of these states. In addition, ZB is authorized to provide, but not currently provide, such services in Arizona, Georgia and Texas. 9 ZEN is authorized to provide intrastate (local exchange, interexchange and/or private line) telecommunications services in each of these states. In addition, ZEN is authorized to provide, but not currently provide, such services in California. 10 ZFS is authorized to provide intrastate (local exchange, interexchange and/or private line) telecommunications services in Arizona, Georgia, Missouri, Nevada and North Carolina. 18 A/T3423540.6

services in Indiana, Iowa, Michigan, Minnesota, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin. MIEAC provides centraliged equal access services in Minnesota and North Dakota. < (iv) Through MCVP VI, the Company is currently affiliated with (1) PRWire— less, Inc., a fixed wireless provider, (2) Airband Communications, Inc., a fixed wireless provider, and (3) CSDVRS, LLC, a video relay services provider. The members of M/C Venture Partners, LLC also control a 10% or greater interest in M/C Venture Partners V, L.P., a Delaware limited partnership ("M/C Partners V"), through their membership interests in M/C VP V, LLC which is the sole general partner of M/C Partners V. In addition, three of the members of M/C Venture Partners, LLC also control a 10% or greater interest in M/C Venture Partners IV, L.P., a Delaware limited partnership ("M/C Partners IV"), through their membership m M/C VP IV, LLC which is the sole general partner of M/C Partners IV. Specifically, the general fiartner of M/C Partners IV is M/C VP IV, LLC;, a Massachusetts limited liability company. James F. Wade, David D. Croll and Matthew J. Rubins, all U.S. citizens, are the members of M/C VP IV, LLC. As stated in the Application, Messrs. Wade, Croll, and Rubins are also members of M/C Venture Partners, LLC. The general partner of M/C Partners V is M/C VP V, LLC, a Massachu— setts limited liability company. The same four individual U.S. citizens that are members of M/C Venture Partners, LLC are also the members of M/C VP V, LLC. M/C Partners IV holds approximately a 22.27% voting ownership interest in Cavalier Telephone Corporation (“CTC”S and M/C Par‘tfiers V holds approximately a 29.99% voting ownership interest in CTC. In turn, CTC, a Delaware corporation, owns 100% of Cavtel 19 A/73423540.6

Holdings, LLC ("Cavtel"), a Delaware limited liability company that owns (directly or indi— rectly) 100% of: e Cavalier Telephone, LLC — a Virginia limited liability company au— thorized to provide telecommunications services in Virginia; e Cavalier Telephone Mid—Atlantic, LLC — a Delaware limited liability company authorized to provide telecommunications services in Dela— ware, the District of Columbia, Maryland, New Jersey and Pennsyl— vania; e Elantic Telecom, Inc. — a Virginia corporation authorized to provide telecommunications services in Connecticut, Florida, Georgia, Indiana, Massachusetts, Maryland, Michigan, North Carolina, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia; e Cavalier Networks, LLC — a Delaware limited liability company au— thorized to provide telecommunications services in Pennsylvania and Ohio; e Talk America, Inc. — a Pennsylvania corporation, authorized to provide local and long distance services virtually throughout the United States; * LDMI Telecommunications, Inc. — a Michigan corporation authorized to provide local and long distance telecommunications services in Illi— nois, Michigan and Ohio and long distance services virtually nation— wide; — | e Network Telephone Corporation — a Florida corporation that provides facilities—based local and long distance services to small and medium— sized businesses in Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee; and * The Other Phone Company — a Florida corporation, provides local and long distance services in Alabama, Florida, Georgia, Kentucky, Lou— isiana, Mississippi, North Carolina, South Carolina and Tennessee. M/C Partners IV is not affiliated with any carriers other than through CTC. M/C Partners V, in addition to its above—described ownership interests, has 10% or greater, direct or indirect, interest in the following telecommunications services provid— ers. * Nuvox, Inc. (approximately 27% direct interest)— a Delaware corpora— tion, providing telecommunications services in Alabama, Arkansas, 20 A/T3423540.6

Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Mis— sissippi, Missouri, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee and Virginia; e Florida Digital Network, Inc. d/b/a FDN Communication (approxi— mately 27% indirect interest) — a Delaware corporation, providing tele— communications services in Florida; e Southern Digital Network, Inc. d/b/a FDN Communication (approxi— mately 27% indirect interest) — a Delaware corporation, authorized to provide telecommunications services in Alabama, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, south Carolina, and Tennes— see; e Cleveland Unlimited, LLC (approximately 42% direct interest) — a Delaware limited liability company and its operating subsidiaries comprising a non—dominant wireless local and long distance telecom— munications service situated in Cleveland, Ohio; e TX—1l1 Acquisition, LLC (approximately 40% direct interest) — a Delaware limited liability company (d/b/a Cellular One of East Texas) and its operating subsidiaries that comprise a non—dominant wireless carrier based in Lufkin, Texas; e PRWireless, Inc. (approximately 19% indirect interest) — a Delaware corporation that owns and operates a non—dominant wireless carrier based in Puerto Rico. As stated in the Application, M/C Partners VI holds a 19% interest in PRWireless, LLC. (v) Through Columbia Capital IV, the Company is currently affiliated with (1) PRWireless, LLC, a fixed wireless provider; (2) New Global Telecom, Inc., wholesaler of managed VoIP services to communications services providers; (3) Triad AWS, LLC, a spectrum holding entity; (4) Horizon Wi—Com, LLC, a spectrum‘holding entity; (5) Baja Broadband Holding Company LLC — a cable provider and wireless license holder; (6) Progeny LMS Hold— ings, LLC — a spectrum holding entity; (7) TVCC One Six Holdings, LLC — a spectrum holding entity; and (8) Telecom Transport Management and its subsidiaries, TTM Operating Corpora— tion, Inc. and TTM Virginia, Inc. — provider of backhaul services to wireless operators. (vi) To the Company‘s knowledge, the Company is not affiliated with any other telecommunications carriers. 21 A/73423540.6

(a)(8) Applicants respectfully submit that this Application is eligible for streamlined proc— essing pursuant to Sections 63.03 of the Comimission‘s Rules, 47 C.F.R. §63.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transaction, Transferee (and its Affili— ates) will have a market share in the interstate, interexchange market of less than 10 percent, and the Transferee (and its Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction, and none of the Applicants (or their Affili— ates) are dominant with respect to any service. (a)(9) Licensee does not hold any other authorizations or licenses from the Commission. Therefore, no other applications are being filed with the Commission with respect to this transac— tion. (a)(10) No party is requesting special consideration because it is facing imminent business failure. (a)(11) Not applicable. (a)(12) Applicants submit that the transaction described herein will serve the public inter— est. Under new ownership, Licensee will continue to provide high—quality telecommunications services to consumers, while gaining access to the additional resources and operational expertise of the Company. The transfer of control will therefore give Licensee the ability to become a stronger competitor, to the ultimate benefit of consumers. Licensee‘s network complements Zayo Bandwidth‘s existing metro and regional networks and the acquisition will increase Zayo Band— width‘s existing fiber footprint in Georgia, Idaho, Minnesota, Ohio and Tennessee giving the combined companies greater market depth and breadth as a result of the transaction. As a result, 22 A/7T3423540.6

the transaction will strengthen Zayo Group‘s ability to compete with other, much larger, fiber providers in the region to the benefit of consumers and the telecommunications marketplace. The transfer of control of Licensee will nofi result in a change of carrier for cus— tomers or any assignment of existing Commission authorizations. Further, the rates, terms and conditions of services currently provided by 'Li'censee to its customers will not change as a result of the transaction. Following consummation of the proposed transaction and after appropriate notices to customers and any required regulatory filings, the name of Licensee is expected to change to "Zayo Metro, Inc." Otherwise, the transaction will be seamless and transparent to customers. and Licensee will continue to provide high—quality communications services to its customers without interruption and without change in rates, terms or conditions. Future changes in those rates, terms and conditions, if any, will be undertaken pursuant to the applicable federal and state notice and tariff requirements. 23 A/73423540.6

VI. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application for the transfer of control of American Fiber Systems Holding Corp., directly, and American Fiber Systems, Inc., indirectly, to Zayo Group, LLC. Respectfully submitted, Jean L. Kiddoo Brett P. Ferenchak BINGHAM MCCUTCHEN LLP 2020 K Street, N.W. Washington, DC 20006 202—373—6000 (Tel) 202—373—6001 (Fax) jean.kiddoo@bingham.com brett.ferenchak@bingham.com Counsel for Zayo Group, LLC Bruce T. Frankiewich General Counsel & VP of Regulatory Affairs American Fiber Systems, Inc. 100 Meridian Centre Suite 300 Rochester, NY 14618 . 585—785—5821 (Tel) 585—785—5822 (Fax) bfrankiewich@afsnetworks.com Dated: July 30, 2010 24 Al73423540.6

EXHIBIT A Pre— and Post—Transaction Corporate Structure Charts Al73423540.6

Pre—Transaction Corporate Structure of AFS and USC American Fiber Systems Holding Corp. 100% American Fiber Systems, Inc. ‘Although AFS holds a total of (°AFS") 55% equity interest in USCTH, AFS does not have actual day—to— 55%) day control of USCTH (nor indirect control of USC) because of governance and voting USCarrier Telecom agreements within the governing Holdings, LLC documents of USCTH; however, ("USCTH") there are certain major decisions that require supermajority of the members and therefore AFS‘s 98% approval. USCarrier Telecom, LLC (((USC!!)

Pre—Transaction Corporate Structure of AFSHC Alcatel—Lucent 100% Compagnie Financiere Alcatel—Lucent 100% Alcatel—Lucent Participations 100% Alcatel—Lucent Holdings Inc. 100% Alcatel—Lucent USA Inc. — United States Small T Sierra Ventures VIIl A LP Busfif‘ess Administration 100% | New York State 25% 64% Lucent Venture Commoguliztlrement Sierra Ventures VII LP Partners, Inc. 19% 100% 99% North Atlantic Lucent Venture Hudson River Venture Fund IH Partners II, LLC Co—Investment Fund, LP 14% 14% 11% American Fiber Systems Holding Corp. ("AFSHC")

Pre—Transaction Corporate Structure of Zayo Group, LLC Communications Infrastructure Investments, LLC 100% Zayo Group Holdings, Inc. 100% Zayo Group, LLC 100% Zayo Colocation, Inc. Zayo Fiber Zayo Zayo Onvoy, Inc. Solutions, LLC Bandwidth, LLC Enterprise Networks, LLC 100% 100% 100% FiberNet Telecom, Inc. Minnesota Independent Equal Access Corporation 100% Local Fiber, LLC Adesta Zayo Bandwidth Communications, Inc. Tennessee, LLC

Post—Transaction Corporate Structure of AFS, USC and Zayo Group, LLC Communications Infrastructure Investments, LLC 100% Zayo Group Holdings, Inc. 100% Zayo Group, LLC 100% Zayo Colocation, Inc. Zayo Metro Zayo Fiber Zayo Zayo Onvoy, Inc. Hoiding Corp. Solutions, LLC Bandwidth, LLC Enterprise (f/k/a American Fiber Networks, LLC 100% 100% Systems Holding Corp.) 100% FiberNet Telecom, Inc. 100% Minnesota Independent Equal Access Corporation 100% Zayo Metro, Inc. (f/ik/a American Fiber Systems, Inc.) Adesta Zayo Bandwidth Local Fiber, LLC (°AFS") Communications, Inc. Tennessee, LLC 55%! USCarrier Telecom ‘Although AFS holds a total of 55% equity interest in USCTH, Holdings, LLC AFS does not have actual day—to—day control of USCTH (nor ("*USCTH") indirect control of USC) because of governance and voting 100% agreements within the governing documents of USCTH; however, there are certain major decisions that require supermajority of the members and therefore AFS‘s approval. USCarrier Telecom, LLC (‘USC")

Pre— and Post—Transaction Corporate Structure of Cil i Managing Members — i Managing Members — i Michael Eisenson, Tim Palmer, Kim 1 James F. Wade,‘ David D. Croll," i Davis, Mark Rosen, Michael Choe, i Matthew Rubins, John Watkins, E Brandon White, Jon Biott, 1 John Van Hooser i Andrew Janower, Michael Thonis Executive Managing Members — Managing Members — Bandel L. Carano, Edward F. E [ James 8. Fleming, Jr., R. Glassmeyer, Ann H. Lamont, Philip Herget, III, Harry F. Fredric W. Harman E M/C Venture Partners, LLC Hopper IIf Charlesbank Capital Partners, LLC 100% (General Partner) 100% (General Partner) Oak Associates Xil, LLC M/C VP VI, L.P. Columbia Capital IV, LLC Charlesbank Equity Fund VI 100% . GP, Limited Partnership 100% 100% (General Partner) 100% (General Partner) (General Partner)® (General Partner)® Oak Investment Partners XIi, M/C Venture Partners VI, L.P. Columbia Capital Equity Charlesbank Equity Fund V1, Limited Partnership Partners IV (QP), L.P. Limited Partnership 20.31% 22.33% 18.49% 9.23% 1 Mr. Wade and Mr. Croll are also 2 of the 5 3 Columbia Capital VI, LLC is the general partner of (i) managers of M/C Venture Investors, LL.C., which Communications Infrastructure Columbia Capital Equity Partners IV, L.P., which is the has a 0.64% direct interest in Cil. Investments, LLC general partner of both Columbia Capital Equity (C1H) Partners IV (QP), L.P. and Columbia Capital Equity 2 These individuals also have indirect control of Partners IV (QPCO), L.P. (which has a 2.27% direct other entities that have, in aggregate, a 0.44% interest in Cli) and (ii) Columbia Capital Employee direct interest in Cil. investors IV, L.P., which has a 0.14% direct interest in Cll. 4 Charlesbank Equity Fund Vi GP, Limited Partnership indirectly controls 10.76% of Cil as the general partner of (i) Charlesbank Equity Fund VI, Limited Partnership and (ii) the following funds that collective have an approximately 1.54% direct interest in Cil: CB Offshore Equity Fund VI; Charlesbank Equity Coinvestment Fund VI, LP; and Charlesbank Equity Coinvestment Partners, LP.

Verifications A/T3423540.6

G¢ VERIFICATION 1, Scott E. Beer, state that I am the General Counsel of Zayo Group, LLC; that I am authorized to make this Verification on behalf of Zayo Group, LLC; that the foregoing filing was prepared under my direction and supervision; and that the contents with respect to Zayo Group, LLC are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this _fiday of July, 2010. eE(— Scott Beer \%____/ / General Counsel Zayo Group, LLC

VERIFICATION 1, Bruce T. Frankiewich, state that I am the General Counsel & VP of Regulatory Affairs of American Fiber Systems Holding Corp., the parent company of American Fiber Systems, Inc. (together, the "Company"); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervi— sion; and that the contents with respect to the Company are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct, Executed this 24A day of July, 2010. 7_2 //////r/%(m,% % M BruceT. Frankiewich_ General Counsel & VP of Regulatory Affairs American Fiber Systems Holding Corp. AiT3423540.6


Document Created: 2010-08-02 10:03:47
Document Modified: 2010-08-02 10:03:47
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