Exhibit 10.1
Metromedia Company
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 7, 1999
Xx. Xxxxxxx Xxxxxxxx
Chairman and Chief Executive Officer
Metromedia Fiber Network, Inc.
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Dear Xxxxxxx:
As you know, in connection with and as a condition to the execution and
delivery of the Securities Purchase Agreement dated as of the date hereof
between Metromedia Fiber Network, Inc. ("MFN") and Xxxx Atlantic Investments,
Inc. ("Xxxx Atlantic"), Metromedia Company, Xxxx X. Xxxxx and Xxxxxx Xxxxxxxxx
(together, the "Stockholders") are being asked to enter into and have agreed to
enter into a Stockholders Agreement with Xxxx Atlantic. The Stockholders
Agreement, a copy of which has been forwarded to you, provides for, among other
things, restrictions on the Stockholders' ability to sell, transfer or assign
their shares of the Class A Common Stock of MFN. In consideration for such
agreements by the Stockholders and to induce the Stockholders to enter into the
Stockholders Agreement with MFN and Xxxx Atlantic, you have agreed that from the
date hereof until December 31, 2001, you will not sell, transfer or assign any
shares of the Class A Common Stock of MFN without obtaining the prior written
consent of Metromedia Company. Notwithstanding the foregoing, (i) no consent
shall be required for a sale by you of up to 20% of the shares of Class A Common
Stock owned by you on the date of this letter and (ii) if any Stockholder is
selling, transferring or assigning beneficial ownership of any shares of Class A
Common Stock, Metromedia Company will be deemed to have consented under this
letter to any sale, transfer or assignment by you of the percentage of shares of
Class A Common Stock held by you equal to the percentage obtained by dividing
(a) the numbers of shares being sold, transferred or beneficially assigned by
the Stockholders by (b) the total number of shares held by them.
We agree that the foregoing constitutes the entire understanding
between us on the subject matter of this letter and that this letter may be
executed in several counterparts.
2
If you agree to be bound by the foregoing please so indicated by
signing in the space provided below.
Sincerely,
METROMEDIA COMPANY
By: /s/ Xxxxxx Xxxxxx
---------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Accepted and agreed as of the date written above:
/s/ Xxxxxxx Xxxxxxxx
--------------------
Xxxxxxx Xxxxxxxx
