0000912057-01-534934 Sample Contracts

EXHIBIT 4.2 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
8.5% SENIOR SECURED CONVERTIBLE NOTES DUE 2011 INDENTURE
Indenture • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
ARTICLE I DEFINITIONS
Stockholders' 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
between
Warrant Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • Delaware
VOTING AGREEMENT
Voting Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
Between
Warrant Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • Delaware
AMENDMENT NO. 1
Amendment No. 1 • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec
AMENDMENT NO. 2
Amendment No. 2 • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
14.0% TERM NOTES DUE 2007
Note Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
BY AND AMONG
Master Restructuring Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
ARTICLE I
Note 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
AMONG
Depositary Agreement • October 10th, 2001 • Metromedia Fiber Network Inc • Communications services, nec • New York
BETWEEN
Right 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.