-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WoRQHmA6G/5cTEaTPTGqEvjrRnr7mAe2fa6oyxB9aFUhqPqRnBjpgNayJbxOmDtK qxV6liwDYT6VGu9S3r7W5w== 0001047469-03-031069.txt : 20030918 0001047469-03-031069.hdr.sgml : 20030918 20030918152644 ACCESSION NUMBER: 0001047469-03-031069 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030918 GROUP MEMBERS: JOHN W. KLUGE NEW YORK TRUST GROUP MEMBERS: STUART SUBOTNIK FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLUGE JOHN W CENTRAL INDEX KEY: 0001038918 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O METROMEDIA CO STREET 2: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 MAIL ADDRESS: STREET 1: C/O METROMEDIA CO STREET 2: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABOVENET INC CENTRAL INDEX KEY: 0001043533 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 113168327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52465 FILM NUMBER: 03901215 BUSINESS ADDRESS: STREET 1: 360 HAMILTON AVE STREET 2: 1 NORTH LEXINGTON AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9144216700 MAIL ADDRESS: STREET 1: 360 HAMILTON AVE STREET 2: 1 NORTH LEXINGTON AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER COMPANY: FORMER CONFORMED NAME: METROMEDIA FIBER NETWORK INC DATE OF NAME CHANGE: 19970925 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL FIBER NETWORK INC DATE OF NAME CHANGE: 19970806 SC 13D 1 a2118916zsc13d.htm SC 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. )

ABOVENET, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

00374N107

(CUSIP Number)

David A. Persing
Senior Vice President, General Counsel and Secretary
Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073
(201) 531-8050

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 8, 2003

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 00374N107	13D	Page 2 of 12 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as amended and restated, between John W. Kluge, as grantor, and John W. Kluge and Manufacturers Hanover Trust Company, as trustees, a New York trust.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o
				(b) ý

3.	SEC Use Only

4	SOURCE OF FUNDS* OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

Number of Shares		7	SOLE VOTING POWER
Beneficially
Owned By		8	SHARED VOTING POWER
Each Reporting Person With			1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

		9	SOLE DISPOSITIVE POWER

		10	SHARED DISPOSITIVE POWER 1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.8%

14	TYPE OF REPORTING PERSON* OO


CUSIP No. 00374N107	13D	Page 3 of 12 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John W. Kluge

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o
				(b) ý

3.	SEC Use Only

4	SOURCE OF FUNDS* OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

Number of Shares		7	SOLE VOTING POWER
Beneficially
Owned By		8	SHARED VOTING POWER
Each Reporting Person With			1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

		9	SOLE DISPOSITIVE POWER

		10	SHARED DISPOSITIVE POWER 1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.8%

14	TYPE OF REPORTING PERSON* IN


CUSIP No. 00374N107	13D	Page 4 of 12 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stuart Subotnick

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o
				(b) ý

3.	SEC Use Only

4	SOURCE OF FUNDS* OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

Number of Shares		7	SOLE VOTING POWER
Beneficially
Owned By		8	SHARED VOTING POWER
Each Reporting Person With			1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

		9	SOLE DISPOSITIVE POWER

		10	SHARED DISPOSITIVE POWER 1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,039,515 (Includes warrants to purchase 20,813 shares and 24,485 shares at $20.00 and $24.00 per share, respectively, as more particularly described in Item 3 herein. Does not include an indeterminate amount of shares issuable to the Reporting Person in respect of certain rights to acquire additional shares pursuant to the Plan and Confirmation Order in connection with the reorganization of the Issuer as further described in Items 2 and 3 herein. Upon a determination of the number of shares issuable with respect to those rights the Reporting Person will file an amendment to this Schedule 13D.)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.8%

14	TYPE OF REPORTING PERSON* IN

Item 1. Security and Issuer

This statement on Schedule 13D relates to the class A common stock, par value $.01 per share (the "Class A Common Stock"), of Abovenet, Inc. (formerly Metromedia Fiber Network, Inc.), a Delaware corporation (the "Company"). The Company's principal executive offices are Abovenet, Inc., 360 Hamilton Avenue, White Plains, New York 10601.

On May 20, 2002 (the "Petition Date"), the Company and most of its domestic subsidiaries filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court (the "Chapter 11 Cases"). On August 21, 2003, the Honorable Adlai S. Hardin, Jr., United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") entered an order (the "Confirmation Order") confirming the Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc., et al. dated as of July 1, 2003, as amended (the "Plan"). In anticipation of its emergence from bankruptcy and in accordance with the Plan, Metromedia Fiber Network, Inc. changed its name to AboveNet, Inc.

While certain holders of certain claims filed a Notice of Appeal with respect to portions of the Confirmation Order, the Company satisfied or waived all of the conditions precedent to the effectiveness of the Plan and emerged from proceedings under Chapter 11 of the Bankruptcy Code on or about September 8, 2003 (the "Effective Date").

All capitalized terms used in this statement and not herein defined have the meanings ascribed to them in the Plan.

Pursuant to the Plan, the Company will distribute, at the times and in the manner contemplated by the Plan, a total of 8,750,000 shares of Class A Common Stock, warrants to purchase 1,544,117 shares of Class A Common Stock and rights exercisable for 1,669,210 shares of Class A Common Stock to certain holders of Claims under the Plan as of the Effective Date. The Company is also authorized to implement a Management Incentive Plan under which it may issue stock options exercisable for up to 1,064,956 shares of Class A Common Stock.

The old class A common stock of the Company, par value $.01 per share, outstanding as of the Petition Date; the old Class B common stock of the Company, par value $.01 per share, outstanding as of the Petition Date; the preferred stock of the Company authorized as of the Petition Date and any and all options, rights, and warrants to convert into or purchase any reserved shares of the foregoing and any related rights (including stock appreciation rights) were cancelled and/or discharged as of the Effective Date.

The Class A Common Stock to be issued to holders of certain claims and subsequently pursuant to the exercise of the Five Year Warrants (defined below), the Seven Year Warrants (defined below) and the Rights (defined below), will be the only class of stock of the Company immediately following the Effective Date.

Item 2. Identity and Background.

(a) The persons filing this statement are John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as amended and restated, between John W. Kluge, as grantor, and John W. Kluge and Manufacturers Hanover Trust Company, as trustees, a New York trust (the "Kluge Trust"), John W. Kluge ("Kluge") and Stuart Subotnick ("Subotnick"). The Kluge Trust, Kluge and Subotnick are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.

(b)

THE KLUGE TRUST

The Kluge Trust is a grantor trust formed under the terms of the Trust Agreement, dated May 30, 1984 and as amended and restated (the "Trust Agreement"), between John W. Kluge, as Grantor, and John W. Kluge and Manufacturers Hanover Trust Company, as Trustees. The trustees of the Kluge Trust are John W. Kluge, Chase Manhattan Bank and Stuart Subotnick. Under the Trust Agreement the trustees generally have the voting and dispositive power over the corpus of the Kluge Trust, except that the trustees of the Kluge Trust have designated John W. Kluge and Stuart Subotnick, severally, to take all actions on behalf of the trust with respect to the voting and disposition of any securities of the Company. John W. Kluge and Stuart Subotnick are the only directors, executive officers and controlling persons of the Kluge Trust within the meaning of Instruction C to Schedule 13D of the Exchange Act and their residence or business addresses and present principal occupations or employment are set forth below.

JOHN W. KLUGE

The business address of John W. Kluge is c/o Metromedia Company, 810 Seventh Avenue, 29th Floor, New York, NY 10019. His principal occupation is Chairman, President and Chief Executive Officer of Metromedia Company, a Delaware general partnership ("Metromedia").

STUART SUBOTNICK

The business address of Stuart Subotnick is c/o Metromedia Company, 810 Seventh Avenue, 29th Floor, New York, NY 10019. His principal occupation is Executive Vice President of Metromedia.

(d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) All of the natural persons identified in this Item 2 are citizens of the United States of America.

Item 3. Source And Amount of Funds or Other Consideration.

Prior to the Effective date of the Plan, the Kluge Trust asserted certain claims against the Company in the Chapter 11 Cases with respect to certain securities of the Company held by the Kluge Trust. Those claims include, without limitation, an Unsecured Claim of approximately $150,000,000 pursuant to the terms of the 8.5% Senior Convertible Notes due, which is the only Class 1(b) Claim under the Plan and the MFN Senior Unsecured Noteholder Claim of approximately $50,000,000, which is a Class 6(a) Claim under the Plan.

Pursuant to the terms of the Plan, in respect to the Class 1(b) Claim, the Kluge Trust acquired in the aggregate 944,773 shares of Class A Common Stock as of the Effective Date, in exchange for (i) the Kluge Cancellation (defined below) and (ii) the reinvestment by the Kluge Trust, in Cash, of all amounts paid to the Kluge Trust by the Company during the Chapter 11 Cases, including all prior principal and interest payments, which amount equals approximately $12.7 million. The aggregate amount of funds required by the Kluge Trust to acquire the shares was approximately $12.7 million, which were the personal funds of the Kluge Trust.

Under the Plan, Kluge, the Kluge Trust, Metromedia, and any Kluge Insider, for themselves and their successors, assigns and transferees have irrevocably agreed to the cancellation, effective on the Effective Date, of all of their Claims against all of the Company and its subsidiaries, including (i) the Unsecured Claim of approximately $150,000,000 against the Company pursuant to the terms of the 8.5% Senior Convertible Notes due 2011, which Senior Convertible Notes shall be cancelled and (ii) any Setoff Claims; provided, however, that notwithstanding the foregoing, (x) the Kluge Insiders and the Kluge Trust retained any Class 6(b) or Class 7 claims for rights of indemnification as provided for in the Plan, (y) the Class 6(a) Claims held by the Kluge Trust up to and including an aggregate principal Face Amount of $50 million (other than Class 6(a) Claims (A) consisting of Senior Convertible Notes, which Senior Convertible Notes were cancelled, and (B) in excess of $50 million in aggregate principal Face Amount) received identical treatment as Class 6(a) Claims held by holders other than the Kluge Trust, and (z) the Kluge Trust shall be entitled to have its Claims resolved in the manner provided for in the Plan (the foregoing cancellation being referred to as the "Kluge Cancellation").

In addition, pursuant to the terms of the Plan, in respect of the Kluge Class 6(a) Claims, the Kluge Trust is entitled to receive, in full and final satisfaction, settlement and release and discharge of, and in exchange for, any Kluge Class 6(a) Claims, additional shares of Class A Common Stock, Five Year Warrants and Seven Year Warrants. However, the allocation of those shares and warrants among the holders of Allowed Claims cannot be finally determined until the actual amount of Allowed Claims is finally determined. Pending final resolution of all claims, the Company will make interim distributions of a portion of the securities to be issued under the Plan. The Reporting Persons best estimate of the additional shares and warrants to be issued to it in respect of its Allowed Claims is as follows: 49,444 shares of Class A Common Stock, Five Year Warrants to purchase 20,813 shares of Class A Common Stock and Seven Year Warrants to purchase 24,485 shares of Class A Common Stock.

The Warrants

Pursuant to the Plan, the Company is authorized to issue warrants to purchase 709,459 shares of Class A Common Stock which will expire 5 years after the Effective Date (the "Five Year Warrants") and warrants to purchase 834,658 shares of Class A Common Stock which will expire 7 years after the Effective Date (the "Seven Year Warrants"). The exercise price of the Five Year Warrants is $20.00 per share. The exercise price of the Seven Year Warrants is $24.00 per share. The warrants will be issued to the holders of the Class 6 and Class 7 Claims in partial exchange for their Claims.

The Rights Offering

In consideration of certain claims and subject to the Rights Offering document and the Plan, the Company is offering to holders of such claims including the Kluge Trust, rights exercisable for up to 1,669,210 shares, or $50 million, of Class A Common Stock. To be eligible to participate, holders of Claims must have held the Claims exchanged for the Rights as of August 21, 2003. The Rights are non-transferrable. The Kluge Trust has agreed to purchase any shares offered in the Rights Offering which are not purchased by other holders of Claims.

In accordance with the Plan and the Confirmation Order, the Kluge Trust, with respect to its Class 1(b) Claim, may exercise up to 135,205 of the Rights Shares. The Kluge Trust is entitled to additional Rights with respect to its Class 6(a) Claim, however, the amount of Rights Shares those Rights will be exercisable for cannot be accurately determined at this time. In the event that certain Rights are unexercised by certain other holders of Allowed Claims, then the Kluge Trust may be required to exercise Rights to up to 834,605 Rights Shares under the Plan and the Confirmation Order.

Each Right is exercisable at an exercise price of $29.9543 per share.

Item 4. Purpose of Transaction.

The acquisition of the securities by the Reporting Persons and the rights to acquire additional securities of the Company as described in this statement, were consummated in connection with the reorganization of the Company pursuant to the Plan and were issued to the Reporting Persons in accordance with the terms of the Plan and Confirmation Order.

Item 5. Interest in Securities of the Issuer

The matters set forth in Items 2 and 3 above are incorporated in this Item 5 by reference as if fully set forth herein.

(a)

THE KLUGE TRUST

As of September 8, 2003, the Kluge Trust owns of record 944,773 shares of Class A Common Stock. In addition, pursuant to the terms of the Plan and Confirmation Order, the Kluge Trust has the right to acquire additional shares of Class A Common Stock, Five Year Warrants, Seven Year Warrants and Rights Shares. However, the allocation of those shares and warrants among the holders of Allowed Claims cannot be finally determined until the actual amount of Allowed Claims is finally determined. Pending final resolution of all claims, the Company will make interim distributions of a portion of the securities to be issued under the Plan. The Reporting Persons best estimate of the additional shares and warrants to be issued to it in respect of its Allowed Claims is as follows: 49,444 shares of Class A Common Stock, Five Year Warrants to purchase 20,813 shares of Class A Common Stock, Seven Year Warrants to purchase 24,485 shares of Class A Common Stock and Rights to exercise up to 834,605 Rights Shares. As such, the Kluge Trust is the beneficial owner of an aggregate of 1,039,515 shares of Class A Common Stock (which amount does not include shares issuable in connection with the Rights), which based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 8,750,000 shares of the Class A Common Stock outstanding as of September 8, 2003, represents approximately 11.8% of the outstanding shares of the Class A Common Stock.

JOHN W. KLUGE

As of September 8, 2003, as grantor to, and trustee of, the Kluge Trust, Mr. Kluge would be deemed to beneficially own the 1,039,515 shares of the Class A Common Stock beneficially owned by the Kluge Trust. As such, Mr. Kluge is deemed to be the beneficial owner of an aggregate of 1,039,515 shares of the Class A Common Stock, which based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 8,750,000 shares of the Class A Common Stock outstanding as of September 8, 2003, represents approximately 11.8% of the outstanding shares of the Class A Common Stock.

STUART SUBOTNICK

As of September 8, 2003, as a trustee of the Kluge Trust, Mr. Subotnick would be deemed to beneficially own 1,039,515 shares of the Class A Common Stock beneficially owned by the Kluge Trust. As such, Mr. Subotnick is deemed to be the beneficial owner of an aggregate of 1,039,515 shares of the Class A Common Stock, which based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 8,750,000 shares of the Class A Common Stock outstanding as of September 8, 2003 represents approximately 11.8% of the outstanding shares of the Class A Common Stock.

(b)

THE KLUGE TRUST

Mr. Kluge is a grantor and trustee of the Kluge Trust and Mr. Subotnick is a trustee of the Kluge Trust. Thus, Messrs. Kluge and Subotnick may be considered to share voting and dispositive power over the 1,039,515 shares of the Class A Common Stock beneficially owned by the Kluge Trust.

JOHN W. KLUGE

Through his co-trustee relationship with Mr. Subotnick, Mr. Kluge shares with Mr. Subotnick the voting and dispositive power over the 1,039,515 shares of the Class A Common Stock beneficially owned by the Kluge Trust.

STUART SUBOTNICK

Through his co-trustee relationship with Mr. Kluge, Mr. Subotnick shares with Mr. Kluge the voting and dispositive power over the 1,039,515 shares of the Class A Common Stock beneficially owned by the Kluge Trust.

(c) Other than as set forth herein, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past 60 days.

(d) Other than as set forth herein, to the best knowledge of each of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale shares of Class A Common Stock owned by the Kluge Trust.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The matters set forth in Items 2 and 3 above are incorporated in this Item 6 by reference as if fully set forth herein.

The Kluge Standstill Agreement

The Company, Kluge, the Kluge Trust and Stuart Subotnick (Kluge, the Kluge Trust and Stuart Subotnick are hereinafter collectively referred to as the "Kluge Parties" and each is a "Kluge Party") entered into a Standstill Agreement (the "Standstill Agreement") as contemplated by the Plan. Under the terms of the Standstill Agreement, the Kluge Parties are entitled to appoint one member of the Company's board of directors for as long as the Kluge Parties retain at least 7.5% of the outstanding Class A Common Stock. The Kluge Trust has named Stuart Subotnick as its nominee.

Kluge and the Kluge Trust have agreed to "standstill" and transfer restrictions provisions concerning the Company's Class A Common Stock.

Item 7. Material to be Filed as Exhibits.

Exhibit 1:		Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc., et al. dated as of July 2, 2003 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
Exhibit 2:		Plan Supplement filed with the Bankruptcy Court on August 14, 2003 (incorporated by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
Exhibit 3:		Amendment to Exhibit D of the Plan Supplement filed with the Bankruptcy Court on August 28, 2003 (incorporated by reference to Exhibit 2.3 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
Exhibit 4:		Order confirming the Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc., et al., entered on August 21, 2003 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
Exhibit 5:		Standstill Agreement, dated as of August 14, 2003, by and among Abovenet, Inc. (formerly Metromedia Fiber Network, Inc.), John W. Kluge, John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as amended and restated, between John W. Kluge, as grantor, and John W. Kluge and Manufacturers Hanover Trust Company, as trustees, a New York trust and Stuart Subotnick.
Exhibit 6:		Joint Filing Agreement among the Reporting Persons, dated as of September 17, 2003.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of September 18, 2003

		John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as amended and restated, between John W. Kluge, as grantor, and John W. Kluge and Manufacturers Hanover Trust Company, as trustees, a New York trust.
		By:	/s/ JOHN W. KLUGE

	/s/ JOHN W. KLUGE John W. Kluge
	/s/ STUART SUBOTNICK Stuart Subotnick

INDEX TO EXHIBITS

Exhibit No.		Description
2.1		Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc., et al. dated as of July 2, 2003 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
2.2		Plan Supplement filed with the Bankruptcy Court on August 14, 2003 (incorporated by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
2.3		Amendment to Exhibit D of the Plan Supplement filed with the Bankruptcy Court on August 28, 2003 (incorporated by reference to Exhibit 2.3 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
2.4		Order confirming the Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc., et al., entered on August 21, 2003 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K, filed on September 4, 2003)
10.1		Standstill Agreement, dated as of August 14, 2003, by and among Abovenet, Inc. (formerly Metromedia Fiber Network, Inc.), John W. Kluge, John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as amended and restated, between John W. Kluge, as grantor, and John W. Kluge and Manufacturers Hanover Trust Company, as trustees, a New York trust and Stuart Subotnick.
99.1		Joint Filing Agreement among the Reporting Persons, dated as of September 17, 2003

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Item 1. Security and Issuer

Item 2. Identity and Background.

Item 3. Source And Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

SIGNATURES
INDEX TO EXHIBITS
EX-10.1 3 a2118916zex-10_1.htm EXHIBIT 10.1
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Exhibit 10.1

STANDSTILL AGREEMENT

This Standstill Agreement (this "Agreement") is dated as of August 14, 2003 by and between Metromedia Fiber Network, Inc. (the "Company"), John W. Kluge ("Kluge"), the trust established pursuant to that certain Trust Agreement, dated May 30, 1984, as amended and restated and supplemented, between Kluge, as Grantor and Stuart Subotnick, Kluge and Chase Manhattan Bank as Trustees (the "Kluge Trust") and Stuart Subotnick (Kluge, the Kluge Trust and Stuart Subotnick are hereinafter collectively referred to as the "Kluge Parties" and each is a "Kluge Party").

RECITALS

A. WHEREAS, the Plan of Reorganization of the Company, as amended and supplemented (the "Plan") stipulates that this Agreement be entered into by the Kluge Parties and the Company;

B. WHEREAS, the parties hereto desire to set forth their agreement concerning the matters herein;

NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Plan. The following terms, as used herein, have the following meanings:

"Affiliate" means with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person or group of Persons.

"Beneficially own" has the meaning set forth in Rule 13d-3 under the Exchange Act.

"Change in Control" shall mean either (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date hereof, promulgated under the Exchange Act or (ii) when any Person or "group" (as such term is used in Section 13(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of 35% or more of the Voting NY3 - 321459.07 Securities of the Company in the aggregate in any transaction or series of related transactions.

"Common Stock" means the common stock of the Company, par value $0.01 per share.

"Company Designated Affiliate" means any Person as to which the Company delivers written notice to the Kluge Trust stating that the Company has Control of such Person; provided, that such Person shall be a Company Designated Affiliate only for so long as the Company continues to Control such Person.

"Company Group" means, individually and collectively, the Company, any Company Designated Affiliate and any Subsidiary and any Parent.

"Control" (including its correlative meanings, "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Independent Directors" means the members of the board of directors of the Company who are not the Kluge Director (nor Substitute Kluge Director or a Kluge Affiliate) and who are not officers of the Company.

"Kluge Affiliate" means with respect to a Kluge Party, (i) Metromedia Company, (ii) any Affiliate of Metromedia Company or (iii) any Affiliate of a Kluge Party.

"Metromedia Company" means Metromedia Company, a Delaware general partnership.

"Parent" means any Person that indirectly or directly Beneficially owns more than 50% of the Voting Securities of the Company or its successors.

"Person" means an individual, corporation, partnership, limited liability company, association, trust and any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

"Related Transferee" with respect to any Kluge Party means (i) the spouse or any lineal descendant (including by adoption and stepchildren) of a Kluge Party, (ii) any trust of which a Kluge Party is the trustee and which is established solely for the benefit of any of the individuals identified in the preceding clause (i), (iii) any other Kluge Party or (iv) any Affiliate of a Kluge Party (other than the Company Group).

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Standstill Period" shall mean the period beginning on the Effective Date and ending on the fifth anniversary of the Effective Date.

"Subsidiary" means, with respect to any Person, any corporation or other entity (and any predecessor thereof) of which the securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such Person.

"Transfer" (including its correlative meaning "transferred") means any sale, transfer, disposition, assignment, grant, call, pledge, hypothecation, gift, bequest, forward contract or any option with respect to the foregoing or other similar transaction.

"Voting Securities" means, with respect to any Person, any security entitled to vote for the election of directors (or other similar body) of such Person.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE KLUGE PARTIES

2.1. The Kluge Parties represent and warrant to the Company the following:

(a): Kluge and/or the Kluge Trust became a holder of a Class 6(a) Claim (other than a Class 6(a) Claim consisting of Senior Convertible Notes to be cancelled pursuant to the Kluge Cancellation) with an aggregate principal Face Amount of Fifty Million Dollars and no cents ($50,000,000.00) prior to the Petition Date; and
(b): Prior to the Effective Date, the Kluge Parties did not form and were not a member of a "group" (as that term is given meaning in Section 13(d)3 of the Exchange Act) with Fiber, LLC or its controlling Person.

ARTICLE III

STANDSTILL ARRANGEMENTS

3.1. Prohibited Actions. Except as contemplated by the Plan and during the Standstill Period, each of the Kluge Parties will not, individually or collectively, and each of the Kluge Parties will not cause any Kluge Affiliate to:

(a): acquire, announce an intention to acquire, offer, seek or propose to acquire, or agree to acquire, by purchase, gift, tender or exchange offer, privately negotiated purchase, merger, or otherwise, beneficial or record ownership of any Voting Securities of a member of the Company Group, including any rights, warrants, options or other securities convertible into or exchangeable for Voting Securities of a member of the Company Group from a member of the Company Group or third parties or the right to vote any of such Voting Securities, except as a result of a stock split, stock dividend or other pro rata distribution made by a member of the Company Group to their shareholders and in which the Kluge Parties participate solely in their capacity as shareholders;
(b): form, join, or in any way participate, in a "group" (as that term is given meaning in Section 13(d)3 of the Exchange Act) with respect to the Voting Securities of a member of the Company Group or otherwise act in concert with any Person in respect of Voting Securities of a member of the Company Group, except as required to comply with this Agreement;
(c): arrange, or in any way participate, in any financing for the purchase by any person of Voting Securities or the assets, or the business of a member of the Company Group;
(d): (i) make, seek to propose or participate in making a proposal to any member of the Company Group or any third party (by public announcement, submission to a member of the Company Group or a third party or otherwise) in respect of any Change in Control involving a member of the Company Group; or (ii) take any other actions (other than voting any Voting Securities of any member of the Company Group Beneficially owned by the Kluge Parties) which may impede or assist the acquisition of Control of any member of the Company Group by any Person;
(e): (i) other than as contemplated in this Agreement, solicit proxies for the voting of any Voting Securities of any member of the Company Group or otherwise become a "participant," directly or indirectly, in any "solicitation" of "proxies" to vote, or become a "participant" in any "election contest" (as such terms are used in Regulations 14A and 14B under the Exchange Act) involving any member of the Company Group or its securities, (ii) call or seek to call, directly or indirectly, any special meeting of shareholders of any member of the Company Group for any reason whatsoever, and (iii) engage in any course of conduct with the purpose of causing shareholders of any member of the Company Group to vote contrary to the recommendation of the board of directors of any member of the Company Group on any matter presented to a member of the Company Group's shareholders for their vote or challenging the policies of any member of the Company Group;
(f): seek any change in the composition of the board of directors or management of any member of the Company Group, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board of directors of any member of the Company Group or to nominate any person to serve on the board of directors of any member of the Company Group, in each case other than as specified in this Agreement;

(g): seek to change (i) the material business policies of any member of the Company Group (other than as a shareholder or director of the Company in the ordinary course), (ii) the capitalization or dividend policies of any member of the Company Group (other than as a director of the Company in the ordinary course) or (iii) any charter or bylaws or other organizational documents of any member of the Company Group (other than as a director in the ordinary course);
(h): make any statement (to any third party or by public announcement) relating to the willingness of any of the Kluge Parties to pursue any action prohibited by this Agreement;
(i): initiate, advise, solicit, assist, facilitate, finance, or encourage or otherwise participate in the taking of any of the foregoing actions by any other Person, or in respect of any successor to any member of the Company Group, or to a substantial portion of such successor's operations, assets or business, or enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing actions;
(j): deposit any Voting Securities of any member of the Company Group into a voting trust or except as contemplated by this Agreement subject any Voting Securities of any member of the Company Group to any arrangement or agreement with respect to the voting thereof; or
(k): submit any proposal for consideration by the shareholders of any member of the Company Group without the consent of the board of directors of such member of the Company Group.

Notwithstanding anything to the contrary above, nothing in this Section 3.1 shall require any Kluge Party to breach any applicable law.

ARTICLE IV

TRANSFER RESTRICTIONS

4.1. Restrictions on Transfer. Each Kluge Party agrees that it will not Transfer any shares of Common Stock:

(a): to a Related Transferee unless such Related Transferee becomes a party to this Agreement;
(b): during the period from the Effective Date until the date that is twelve (12) calendar months thereafter (the "First Anniversary") to a Person (other than a Related Transferee who becomes a party to this Agreement) or a "group" (as that term is given meaning in Section 13(d)3 of the Exchange Act) (a "Purchaser") if, as the result of such Transfer, the aggregate amount of Common Stock transferred by the Kluge Parties or any Kluge Party to such Purchaser during such period would exceed five percent (5.00%) of the issued and outstanding Common Stock; or
(c): after the First Anniversary to, and including the date that is twelve (12) calendar months thereafter (the "Second Anniversary") to a Purchaser (other than a Related Transferee who becomes a party to this Agreement) if, as the result of such Transfer, (i) the aggregate amount of Common Stock transferred by the Kluge Parties or any Kluge Party to such Purchaser during the period from the Effective Date to the date of the Transfer would exceed fifteen percent (15.00%) of the issued and outstanding Common Stock or (ii) the aggregate amount of Common Stock transferred by the Kluge Parties or any Kluge Party to such Purchaser during the period from the First Anniversary to the Second Anniversary would exceed ten percent (10.00%) of the issued and outstanding Common Stock.

4.2. Improper Transfer. Any Transfer of Common Stock in breach of this Agreement (whether with knowledge or without knowledge) shall be null and void and the Company will not permit the Company's transfer agent to give any effect to any such Transfer in its records.

4.3. Legends. A copy of this Agreement shall be filed with the secretary of the Company and kept with the records of the Company. The certificates evidencing the Common Stock owned by the Kluge Parties will bear, in addition to any legend required by other agreements between the parties hereto and by the laws of any applicable jurisdiction, substantially the following legend:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE STANDSTILL AGREEMENT DATED AS OF AUGUST t4,2003, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.

In the event of a Transfer by a Kluge Party to a Related Transferee, the certificate issued to the Related Transferee shall bear the above legend. In the event of a Transfer which is not prohibited by this Agreement and which is to a Person other than a Related Transferee, such Person shall acquire the transferred Common Stock free and clear of this Agreement and a certificate representing the Common Stock proposed to be transferred by such Kluge Party shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 4.3.

ARTICLE V

THE BOARD OF DIRECTORS

5.1. Election of Kluge Director. From and after the date hereof, and for so long as the Kluge Parties and their Affiliates (excluding the Company Group) Beneficially own seven and one-half percent (7.50%) or more of the issued and outstanding Common Stock (the "Specified Equity Percentage"), the Company shall establish or maintain a charter for its nominating committee which provides for the nomination of one individual designated by the Kluge Trust (reasonably acceptable to the Independent Directors) to the board of directors of the Company (the "Kluge Director"). The initial Kluge Director shall be Stuart Subotnick.

5.2. Replacement Kluge Director. In the event that the Kluge Director (a "Withdrawing Kluge Director") designated in the manner set forth in Section 5.1 is unable to serve, or once having commenced to serve, is removed or withdraws from the board of directors of the Company, such Withdrawing Kluge Director's replacement (the "Substitute Kluge Director") will be designated by the Kluge Trust, provided, however, that such Substitute Kluge Director is reasonably acceptable to the Independent Directors. The Company shall establish a charter for its nominating committee which provides for the nomination of such Substitute Kluge Director to the board of directors of the Company, promptly following his or her designation pursuant to this Section 5.2.

5.3. Resignation of Kluge Director. In the event that the Kluge Parties Beneficially own less than the Specified Equity Percentage at the end of any calendar quarter, the Company or the Independent Directors may at such time request the Kluge Director (or Substitute Kluge Director as the case may be) to resign from the board of directors of the Company, and within five (5) calendar days following such request, the Kluge Director (or Substitute Kluge Director, as the case may be) shall resign from the board of directors of the Company. The charter for the nominating committee and/or the Company's By-laws may provide that in the event that the Kluge Parties and their Affiliates (excluding the Company Group) Beneficially own less than the Specified Equity Percentage, the board of directors of the Company may vote (without necessity of any cause) to remove the Kluge Director without necessity of any action whatsoever on the part of the Kluge Director or any Kluge Party, which removal shall be immediately effective.

5.4. Committees. The Kluge Director or Substitute Kluge Director shall not have the right to serve on the audit or compensation committees (or other similar committees performing the functions typically performed by the audit committee or compensation committee) of the board of directors of the Company.

ARTICLE VI

VOTING MATTERS

6.1. Board of Directors. Each of the Kluge Parties agrees that in exercising its voting rights on the election of directors of a member of the Company Group, whether at an annual or special meeting of shareholders of a member of the Company Group whether by written consent, proxy or otherwise, and whether or not at an adjourned meeting, such Kluge Party shall vote all its Voting Securities of any such member of the Company Group for the election to the board of directors of any such member of the Company Group, the individuals nominated or designated by the board of directors (or any nominating or similar committee of the board of directors) of such member of the Company Group.

ARTICLE VII

MISCELLANEOUS

7.1. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflicts of law principles. The parties agree that the court having jurisdiction over the Company's Chapter 11 Case shall have the exclusive jurisdiction to resolve any controversy or claim arising out of or relating to this Agreement or any other agreement entered into prior to the Effective Date by the Company, on the one hand, and any or all of the other parties hereto, on the other hand, in connection herewith, or the breach hereof or thereof, and each of the parties hereby consents to the personal jurisdiction of such court (and of the appropriate appellate courts) in any such action or proceeding and waives any objection, including, but not limited to, any objection to the laying of venue or on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of such action nor proceeding in such jurisdictions. Each party hereby irrevocably consents to the service of process of any of the aforesaid courts in any such action or proceeding by the mailing of copies hereof by registered or certified mail, postage prepaid, to the other parties to such action or proceeding.

7.2. Binding Effect. This Agreement shall inure to the benefit of and be legally binding upon all heirs, personal representatives, executors, legal representatives, successors and assigns of the parties. This Agreement may not be assigned without the prior written consent of the parties hereto and this Agreement is not made for the benefit of any person not a party hereto. No assignment of this Agreement will relieve the assigning party of its obligations hereunder.

7.3. Entire Agreement; Amendment. This Agreement and the Plan Agreement dated as of July 15, 2003 by and between the Kluge Trust and the other parties thereto constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter. This Agreement may be modified only by a written instrument properly executed by all parties to this Agreement.

7.4. Severability. If any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to the intent of the parties.

7.5. Waiver; Remedies. No failure or delay on the part of any party hereto in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any waiver on

the part any party hereto of any right, power or privilege under this Agreement operate as a waiver of any other right, power or privilege under this Agreement, nor will any single or partial exercise of any right, power or privilege thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties may otherwise have at law or in equity.

7.6. Notices. All notices, requests, claims, demands and other communications required or permitted to be given under this Agreement will be in writing and will be delivered by hand or telecopied, e-mailed or sent, postage prepaid, by registered, certified or express mail or UPS or Federal Express next day air and will be deemed given when so delivered by hand or telecopied, when e-mail confirmation is received (delivery receipt) if delivered by e-mail, or three business days after being so mailed (one business day in the case of express mail or UPS or Federal Express next day air). All such notices, requests, claims, demands and other communications will be addressed as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice in accordance with the Plan.

Notices given under this Agreement shall be to those addresses set forth below:

METROMEDIA FIBER NETWORK, INC.
360 Hamilton Avenue
White Plains, New York 10601
Attn: Robert Sokota, General Counsel
Telephone: (914) 421-6700
Facsimile: (914) 421-6793

with a copy to:

KRONISH LIEB WEINER & HELLMAN LLP
1114 Avenue of the Americas
New York, New York 10036
Attn: Lawrence C. Gottlieb, Esq.
Telephone: (212) 479-6000
Facsimile: (212) 479-6275

and

CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
Attn: David M. LeMay, Esq.
Telephone: (212) 408-5100
Facsimile: (212) 541-5369

JOHN W. KLUGE
810 Seventh Avenue, 29th Floor
New York, New York 10019

THE KLUGE TRUST
810 Seventh Avenue, 29th Floor
New York, New York 10019

STUART SUBOTNICK
810 Seventh Avenue, 29th Floor
New York, New York 10019

A copy of any notice sent to any of Kluge, the Kluge Trust or Subtonick shall also be sent to:

DAVID A. PERSING
Senior Vice President and General Counsel
Metromedia Company
One Meadowlands Plaza, 6th Floor
East Rutherford, NJ 07073

7.7. Additional Securities Subject to Agreement. Each Kluge Party agrees that any other shares of Common Stock or Voting Securities which it hereafter acquires by means of a stock split, stock dividend, distribution, exercise of options or warrants or other similar security or the conversion or exchange of any security convertible or exchangeable for Common Stock or Voting Securities will be subject to the provisions of this Agreement to the same extent as if held on the date hereof.

7.8. Counterparts. This Agreement 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.

7.9. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms or provisions of this Agreement, the party who is or is to be thereby aggrieved will have the right of specific performance and injunctive relief giving effect to its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies will be cumulative. The parties agree that any such default or breach or threatened default or breach would cause irreparable injury, that the remedies at law for any such default or breach or threatened default or breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.

7.10. Term. This Agreement shall terminate five (5) years from the Effective Date.

Signature Page to Standstill Agreement

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

		METROMEDIA FIBER NETWORK, INC.
		By:	Name: Title:
			JOHN W. KLUGE
		TRUST ESTABLISHED PURSUANT TO THAT CERTAIN TRUST AGREEMENT, DATED MAY 30, 1984, AS AMENDED AND RESTATED AND SUPPLEMENTED, BETWEEN JOHN W. KLUGE, AS GRANTOR, AND STUART SUBOTNICK, JOHN W. KLUGE AND CHASE MANHATTAN BANK AS TRUSTEES
		By:	Name: Stuart Subotnick Title: Trustee
			STUART SUBOTNICK

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Exhibit 10.1

EX-99.1 4 a2118916zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) (1) (iii) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them.

Dated as of: September 17, 2003

		John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as amended and restated, between John W. Kluge, as grantor, and John W. Kluge and Manufacturers Hanover Trust Company, as trustees, a New York trust.
		By:	/s/ JOHN W. KLUGE

	/s/ JOHN W. KLUGE John W. Kluge
	/s/ STUART SUBOTNICK Stuart Subotnick

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Exhibit 99.1

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