EXHIBIT 4.2 NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
8.5% SENIOR SECURED CONVERTIBLE NOTES DUE 2011 INDENTUREIndenture • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
October 1, 2001 Metromedia Fiber Network, Inc. One North Lexington Avenue White Plains, NY 10601 Ladies & Gentlemen: Reference is hereby made to that certain Note Purchase Agreement, dated as of the date hereof (the "PURCHASE AGREEMENT"), by and...Exchange Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of October 1, 2001 (this "AGREEMENT"), by and among METROMEDIA FIBER NETWORK, INC., a Delaware corporation (the "COMPANY"), John W. Kluge, Chase Manhattan Bank and...Registration Rights Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
EXECUTION COPY AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of October 1, 2001 (this "AMENDMENT"), by and between METROMEDIA FIBER NETWORK, INC., a Delaware corporation (the "COMPANY"),...Securities Purchase Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec
ARTICLE I DEFINITIONSStockholders' Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
RECITALS:Note Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
betweenWarrant Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • Delaware
CLASS A COMMON STOCK" shall have the meaning assigned to such term in the recitals hereof. "DEMAND REGISTRATION" shall have the meaning assigned to such term in Section 2(a) hereof. "DEMAND REGISTRATION STATEMENT" shall have the meaning assigned to...Registration Rights Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
VOTING AGREEMENTVoting Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
BetweenWarrant Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • Delaware
AMENDMENT NO. 1Amendment No. 1 • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec
AMENDMENT NO. 2Amendment No. 2 • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
14.0% TERM NOTES DUE 2007Note Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
BY AND AMONGMaster Restructuring Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
ARTICLE INote and Guarantee Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
SECTION 1. Amendments to the Equity Registration Rights Agreement.Equity Registration Rights Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
October 1, 2001 Metromedia Fiber Network, Inc. 360 Hamilton Avenue White Plains, New York 10601 Reference is hereby made to the Master Restructuring Agreement (the "MRA"), dated as of October 1, 2001, by and among Metromedia Fiber Network, Inc....Master Restructuring Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec
Reference is hereby made to the Master Restructuring Agreement (the "MRA"), dated as of October 1, 2001, by and among Metromedia Fiber Network, Inc. ("MFN"), Metromedia Fiber Network Services, Inc. ("MFNS") and Bechtel Corporation ("Bechtel"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the MRA.
Exhibit 4.3 NOTES PURCHASE AGREEMENT dated as of October 1, 2001 by and between METROMEDIA FIBER NETWORK, INC.Notes Purchase Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
AMONGDepositary Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
BETWEENRight of Negotiation Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • Delaware
SECTION 1. AMENDMENTS TO THE NOTES REGISTRATION RIGHTS AGREEMENT.Notes Registration Rights Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec
Exhibit 10.16(b) 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 SERVICES,...Fixed Rate Term Note • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec
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.
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...Floating Rate Guaranteed Term Note • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec
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.
