AMENDMENT NO. 1 TO THE STANDSTILL AGREEMENT

EXHIBIT 4.9

AMENDMENT NO. 1 TO THE STANDSTILL AGREEMENT

This Amendment No. 1 ("Amendment No. 1") to the Standstill Agreement dated as of August, 2003 (the "Agreement") is dated as April 25, 2008 and is by and among AboveNet, Inc. (formerly known as Metromedia Fiber Network, Inc.) (the "Company"), Xxxx X. Xxxxx ("Xxxxx"), that certain Fourteenth Restatement of Trust Agreement, dated May 30, 1984, between Xxxx X. Xxxxx, as Grantor, and Xxxx X. Xxxxx and Manufacturers Hanover Trust Company (now JPMorgan Chase Bank. N.A. of New York), as original trustees (the current trustees being Xxxx X. Xxxxx and Xxxxxx Xxxxxxxxx, dated April 4, 2008 (the "Xxxxx Trust"), Xxxxxx Xxxxxxxxx (Xxxxx, the Xxxxx Trust and Xxxxxx Xxxxxxxxx are hereinafter collectively referred to as the "Xxxxx Parties" and each is a "Xxxxx Party") and JWK Enterprises LLC, a Delaware limited liability company ("JWK Enterprises"). The Company, the Xxxxx Parties and JWK Enterprises are hereinafter collectively referred to as the Parties.

WHEREAS, the Company and the Xxxxx Parties entered into the Agreement in August 2003 setting forth certain rights and obligations of the Xxxxx Parties with respect to the Xxxxx Trust's ownership of Common Stock in the Company;

WHEREAS, the Agreement provides, among other things, that the Xxxxx Trust shall not transfer any shares of Common Stock to a Related Transferee unless the Related Transferee becomes a party to the Agreement;

WHEREAS, the Xxxxx Trust has transferred all of the shares of Common Stock that it owned to Xxxxx and Xxxxx has transferred all of such shares of Common Stock to JWK Enterprises;

NOW THEREFORE, the parties agree as follows:

1. The Xxxxx Parties and JWK Enterprises represent that JWK Enterprises is an Affiliate of a Xxxxx Party and that the Transfer of shares of Common Stock contemplated hereby is a transfer to a Related Transferee.

2. Each of the Parties agrees that upon the Transfer of the shares of Common Stock contemplated hereby to JWK Enterprises JWK Enterprises shall be entitled to the rights under and subject to the obligations of the Agreement as amended by this Amendment No. 1.

3. This Amendment No. 1 may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.

4. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

IN WITNESS WHEREOF, this Amendment No. 1 to the Agreement has been executed as of the date first written above.

	ABOVENET, INC.
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: SVP and General Counsel
	/s/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx

	FOURTEENTH RESTATEMENT OF TRUST AGREEMENT, DATED MAY 30,1984, BETWEEN XXXX X. XXXXX, AS GRANTOR, AND XXXX X. XXXXX AND MANUFACTURERS HANOVER TRUST COMPANY (NOW JPMORGAN CHASE BANK, N.A. OF NEW YORK), AS ORIGINAL TRUSTEES (THE CURRENT TRUSTEES BEING XXXX X. XXXXX AND XXXXXX XXXXXXXXX), DATED APRIL 4, 2008
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Trustee

	/s/ Xxxxxx Xxxxxxxxx
	Xxxxxx Xxxxxxxxx
	JWK ENTERPRISES, LLC
	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Manager