EXHIBIT 11
to SCHEDULE 13D
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of September 28, 2001 between METROMEDIA
FIBER NETWORK, INC, a Delaware Corporation (the "ISSUER"), and the other parties
signatories hereto (this "JOINDER AGREEMENT").
A. Reference is made to that certain Warrant Agreement dated as
of September 28, 2001 (as modified and supplemented and in
effect from time to time, the "WARRANT AGREEMENT"), between
the Issuer and the Initial Holders. Each capitalized term used
but not defined herein shall have the meaning assigned to such
term in the Warrant Agreement; and
B. Section 7.01 of the Agreement requires that the Issuer shall
deliver to the Initial Holder this Joinder Agreement executed
by the Issuer, the Principal Shareholder and the Principal
Shareholder Beneficial Owners.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby agrees that:
1. The undersigned: (a) is delivering this Joinder Agreement
pursuant to Section 7.01(c) of the Warrant Agreement and (b) acknowledges
receipt of a copy of the Warrant Agreement.
2. The undersigned hereby agrees to be bound by the provisions of
Article VII of the Warrant Agreement .
IN WITNESS WHEREOF, the undersigned has signed this Joinder Agreement
as of the date first above written.
METROMEDIA COMPANY
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: President & COO
XXXX X. XXXXX
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title:
XXXXXX XXXXXXXXX
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title:
Acknowledged and Agreed to as
of the date first above written:
METROMEDIA FIBER NETWORK, INC.
By: /s/ Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: President & COO
