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Exchange Agreement

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Title:

Exchange Agreement

Entities:

AboveNet, Inc.

Date:

2001

Size:

Preview shows 2KB of 7KB total

Price:

$34

ID:

#340471

► M&A ► Exchange Agreements
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                               EXCHANGE AGREEMENT





                            VERIZON INVESTMENTS INC.

                        3900 Washington Street, 2d Floor

                              Wilmington, DE 19802



                                                    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

between Metromedia Fiber Network, Inc., a Delaware corporation ("MFN"), and

Verizon Investments Inc., a Delaware corporation ("VERIZON"). Each of the

parties hereto acknowledge and agree that as a condition to Verizon's

willingness to enter into the Purchase Agreement and consummate the transactions

contemplated thereby, Verizon has required MFN to enter into, and MFN has agreed

to enter into, this agreement. In consideration of the foregoing, and for other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound hereby, the parties hereto

hereby agree as follows:



                  1. The Company and the Purchaser hereby agree that,

concurrently with the execution of this agreement, the Company will exchange,

and the Purchaser will surrender to the Company for exchange, in a tax-free

recapitalization within the meaning of Section 368(a)(1)(E) of the Internal

Revenue Code of 1986, as amended, and any successor thereto, the Old

Convertible Notes (as defined below) held by the Purchaser for $500,000,000

principal amount of the New 6.15% Series A Notes and $475,281,000 principal

amount of the New 6.15% Series B Notes (as defined below) (the "OLD

CONVERTIBLE NOTES EXCHANGE").



                  2. In connection with effecting the Old Convertible Notes

Exchange, (i) the Company will deliver to the Purchaser certificates evidencing

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