Exhibit 10.1
Metromedia Company
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 7, 0000
Xxxx Xxxxxxxx Investments, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Securities Purchase Agreement, dated as of the
date hereof (the "Securities Purchase Agreement"), by and among Metromedia Fiber
Network, Inc. and Xxxx Atlantic Investments, Inc. Defined terms used in this
letter agreement and not otherwise defined have the meanings assigned to those
terms in the Securities Purchase Agreement.
In order to induce you to enter into the Securities Purchase Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, we hereby agree as follows:
(b) to appear, or cause the holder of record on any applicable record
date with respect to any shares of Common Stock Beneficially Owned by either of
us (the "Record Holder") to appear, in person or by proxy, for the purpose of
obtaining a quorum at any annual or special meeting of stockholders of the
Company and at any adjournment thereof at which matters relating to the
issuances of the Second Closing Date Shares, the Second Closing Date Notes and
the shares of Class A Common Stock issuable upon conversion of the Second
Closing Date Notes (collectively, the "Issuances") or any other transactions
contemplated by the Securities Purchase Agreement are considered;
(c) at any meeting of the stockholders of the Company, however called,
and in any action by consent of the stockholders of the Company, to vote, or
cause to be voted by the Record Holder, in person or by proxy, any shares held
of record or Beneficially Owned by either of us in favor of the Issuances and
the other transactions contemplated by the Securities Purchase Agreement; and
(d) until the transactions contemplated by the Securities Purchase
Agreement are consummated or the Securities Purchase Agreement is terminated, we
shall use all reasonable efforts to take, or to cause to be taken, all actions,
and to do, or cause to be done, and to assist and cooperate with other parties
in doing, all things necessary, proper and advisable to consummate and make
effective in the most expeditious manner practicable, the transactions
contemplated by the Securities Purchase Agreement.
2
We further agree as follows:
(a) This letter agreement shall terminate upon the earlier to occur of
(i) the Second Closing Date, (ii) the termination of the Securities Purchase
Agreement in accordance with the terms thereof, and (iii) unless extended by
mutual agreement, June 30, 2000. Upon termination, neither of us shall have any
further obligations or liabilities under this letter agreement.
(b) Irreparable damage would occur to you in the event any provision of
this letter agreement was not performed in accordance with the terms hereof and
that you shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
(c) This letter agreement may not be amended except by an instrument in
writing signed by you.
(d) If any term or other provision of this letter agreement is invalid,
illegal or incapable of being enforced by any rule or law, or public policy, all
other conditions and provisions of this letter agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
this letter agreement is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereby shall negotiate in
good faith to modify this letter agreement so as to effect the original intent
of the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
letter agreement remain as originally contemplated.
(e) This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such state without giving effect to the
provisions thereof relating to conflicts of law.
(f) Our obligations hereunder shall be "several" and not "joint" or
"joint and several." Without limiting the generality of the foregoing, under no
circumstances will either of us have any liability or obligation with respect to
any misrepresentation or breach of covenant of any other stockholder of the
Company.
3
This letter agreement may be executed in one or more counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one and the same instrument. If the foregoing sets forth your
understanding with respect to the subject matter of this letter agreement,
please acknowledge by signing below.
Sincerely,
METROMEDIA COMPANY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Senior Vice President
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Agreed and accepted as of the date hereof
XXXX ATLANTIC INVESTMENTS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
