EXHIBIT 12
to SCHEDULE 13D
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of October 1, 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 October 1, 2001 (as modified and supplemented and in effect
from time to time, the "WARRANT AGREEMENT"), between the
Issuer and Bechtel (and each assignee thereof, the "INITIAL
HOLDER"). 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(C) of the Warrant 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 .
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the undersigned has signed this Joinder Agreement
as of the date first above written.
METROMEDIA COMPANY
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Senior Vice President
XXXX X. XXXXX
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
XXXXXX XXXXXXXXX
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------
Xxxxxx Xxxxxxxxx
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
