EXHIBIT 4.1(c)
[Form of Floating Rate Guaranteed Term Note]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993,
AS AMENDED, AND MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO
REGISTRATION UNDER SAID ACT OR A VALID EXEMPTION THEREFROM.
METROMEDIA FIBER NETWORK, INC.
FLOATING RATE GUARANTEED TERM NOTE DUE 2006
No. [_____] [Date]
U.S.$[_______]
FOR VALUE RECEIVED, the undersigned, METROMEDIA FIBER NETWORK, INC.
(herein called the "ISSUER"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to [NAME OF PURCHASER], or
registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as
shall not have been prepaid) on the Maturity Date (as defined in the Note and
Guarantee Agreement) with interest (computed as set forth in the Note and
Guarantee Agreement) (a) on the unpaid balance thereof at the rate per annum
equal to the rates and at the times specified pursuant to Section 2.05 of the
Note and Guarantee Agreement, payable on each Interest Payment Date (as defined
in the Note and Guarantee Agreement), commencing with the first Interest Payment
Date immediately following the Closing Date (as defined in the Note and
Guarantee Agreement).
Payments of principal of, interest on and any other amounts due and
owing under the Note and Guarantee Agreement with respect to this Note are to be
made in lawful money of the United States of America to the Administrative
Agent's Account or at such other place as the Administrative Agent shall have
designated by written notice to the holder of this Note as provided in the Note
and Guarantee Agreement.
This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Note and Guarantee Agreement dated as of September 6, 2001
(as from time to time amended, the "NOTE AND GUARANTEE AGREEMENT"), between the
Issuer, the Guarantors party thereto, the respective Purchasers named therein
and Citicorp USA, Inc., as Administrative Agent. Each holder of this Note will
be deemed, by its acceptance hereof, to have agreed to the confidentiality
provisions set forth in Section 10.11 of the Note and Guarantee Agreement and to
have made the representations set forth in Section 4.02 of the Note and
Guarantee Agreement.
-2-
Payment of the principal of, interest on this Note and all other
amounts due and owning under the Note and Guarantee Agreement has as been
guaranteed by the Guarantors in accordance with the terms of the Note and
Guarantee Agreement.
This Note is a registered Note and, as provided in the Note and
Guarantee Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Issuer may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Issuer will not be affected by any notice to the
contrary.
This Note is subject to optional prepayment and mandatory
prepayment, in whole or from time to time in part, at the times and on the terms
specified in the Note and Guarantee Agreement, but not otherwise.
If an Event of Default, as defined in the Note and Guarantee
Agreement, occurs and is continuing, the principal of this Note may be declared
or otherwise become due and payable in the manner, at the price and with the
effect provided in the Note and Guarantee Agreement.
This Note shall be construed and enforced in accordance with the law
of the State of New York.
METROMEDIA FIBER NETWORK, INC.
By__________________________
Title:
