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Exhibit 10.10
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"), and VERIZON INVESTMENTS INC., a
Delaware corporation formerly known as Bell Atlantic Investments, Inc. (the
"PURCHASER").
W I T N E S S E T H:
WHEREAS, as of October 7, 1999, the Company and the Purchaser
entered into that certain Securities Purchase Agreement (the "ORIGINAL
AGREEMENT;" capitalized terms used herein and not defined shall have the
meanings ascribed to such terms in the Original Agreement), pursuant to which,
among other things, the Company issued and sold to the Purchaser shares of Class
A common stock of the Company, par value $0.01 per share ("CLASS A COMMON
STOCK"), and $975,281,000 principal amount of the Company's 6.15% Convertible
Subordinated Notes due 2010 (the "OLD CONVERTIBLE NOTES"), which Convertible
Notes are convertible into shares of Class A Common Stock;
WHEREAS, the Company and the Purchaser executed that certain
Notes Purchase Agreement, dated as of October 1, 2001 (the "NEW PURCHASE
AGREEMENT") pursuant to which, among other things, the Purchaser will purchase
from the Company one or more 8.5% senior secured convertible notes due 2011 in
the aggregate principal amount of $50,000,000 (the "NEW CONVERTIBLE NOTES"),
which shall be convertible into shares of Class A Common Stock pursuant to, and
in accordance with, the terms of the Indenture, dated as of October 1, 2001, by
and between the Company and Wilmington Trust Company, as trustee (the "NEW 8.5%
NOTES INDENTURE");
WHEREAS, the Company and the Purchaser executed that certain
Exchange Agreement, dated as of October 1, 2001, pursuant to which the Company
will exchange the Old Convertible Notes for $500,000,000 principal amount of the
Company's 6.15% Series A Convertible Subordinated Notes due March 16, 2010 and
$475,281,000 principal amount of the Company's 6.15% Series B Convertible
Subordinated Notes due March 16, 2010, the terms of each shall be governed by an
indenture, dated as of October 1, 2001 (the "NEW 6.15% NOTES INDENTURE") between
the Company and U.S. Bank Trust National Association, as trustee; and
WHEREAS, the Company and the Purchaser have agreed to amend
the Original Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter contained, the parties hereby agree
as follows:
1. Section 1 of the Original Agreement is hereby amended by adding thereto
the following new definitions in the appropriate alphabetical location:
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"NEW CONVERTIBLE NOTES" means one or more 8.5% senior
secured convertible notes due 2011 in the aggregate principal
amount of $50,000,000 issued pursuant to the New 8.5% Notes
Indenture.
"NEW 6.15% NOTES INDENTURE" means the indenture dated
as of October 1, 2001, by and between the Company and U.S.
Bank Trust National Association, as trustee, as such indenture
may be amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof.
"NEW 8.5% NOTES INDENTURE" means the indenture, dated
as of October 1, 2001, by and between the Company and
Wilmington Trust Company, as trustee, as such indenture may be
amended, supplemented or otherwise modified from time to time
in accordance with the terms thereof.
"SERIES A CONVERTIBLE NOTES" means $500,000,000
principal amount of the Company's 6.15% Series A Convertible
Subordinated Notes due March 16, 2010 issued pursuant to the
New 6.15% Notes Indenture.
"SERIES B CONVERTIBLE NOTES" means $475,281,000
principal amount of the Company's 6.15% Series B Convertible
Subordinated Notes due March 16, 2010 issued pursuant to the
New 6.15% Notes Indenture.
2. Section 1 of the Original Agreement is hereby amended by amending and
restating the following definitions in their entirety to read as
follows:
"CONVERTIBLE NOTES" (i) from October 7, 1999 up to
October 1, 2001, shall have the meaning ascribed to such term
in the Original Agreement, and (ii) from and after October 1,
2001 for the purposes of any provision of the Original
Agreement that continues to be in effect, including, but not
limited to, Section 5.2 of the Original Agreement, shall mean
the Series A Convertible Notes, the Series B Convertible Notes
and the New Convertible Notes.
"INDENTURE" means the indenture dated as of March 6,
2000, by and between the Company and U.S. Bank Trust National
Association, as trustee, as such indenture may be amended,
supplemented or otherwise modified from time to time in
accordance with the terms thereof.
3. Section 9.8 of the Original Agreement is hereby amended and restated in
its entirety to read as follows:
"All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made
and shall be effective (i) upon receipt if delivered personally, (ii)
upon receipt of a transmission confirmation if sent by facsimile (with
a confirming copy sent by
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overnight courier), and (iii) on the next Business Day if sent by
Federal Express, United Parcel Service, Express Mail or other reputable
overnight courier to the parties at the following addresses (or at such
other address for a party as shall be specified by notice):
If to the Company:
Robert Sokota, Esq.
Metromedia Fiber Network, Inc.
One North Lexington Avenue
White Plains, New York 10601
Telecopy Number: (914) 421-6793
with copies to:
David A. Persing, Esq.
Metromedia Company
One Meadowlands Plaza
East Rutherford, New Jersey 07073-2137
Telecopy Number: (201) 531-2803
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: Douglas A. Cifu, Esq.
Telecopy Number: (212) 757-3990
If to Purchaser:
Verizon Investments Inc.
3900 Washington Street, 2nd Floor
Wilmington, Delaware 19802
Attn: President
Telecopy Number: (302) 761-4228
with copies to:
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn: Associate General Counsel - Strategic Transactions
Telecopy Number: (212) 764-2739
and
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Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Frederick S. Green, Esq.
Telecopy Number: (212) 310-8007
The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Failure
or delay in delivering copies of any notice, demand, request,
consent, approval, declaration or other communication to the
Persons designated above to receive copies shall in no way
adversely affect the effectiveness of such notice, demand,
request, consent, approval, declaration or other
communication."
4. On and after the date hereof each reference in the Original Agreement
to "this Agreement," "herein" or words of like import shall mean and be
a reference to the Original Agreement as amended hereby. No reference
to this Amendment need be made in any instrument or document at any
time referring to the Original Agreement. A reference to the Original
Agreement in any such instrument or document shall be deemed to be a
reference to the Original Agreement as amended hereby. Except as
expressly amended hereby, in all other respects the Original Agreement
shall remain in full force and effect.
5. This Amendment and the obligations arising hereunder shall be governed
by, and construed and enforced in accordance with, the laws of the
State of New York applicable to contracts made and performed in such
State, without regard to the principles thereof regarding conflict of
laws, and any applicable laws of the United States of America. The
Purchaser and the Company agree to submit to personal jurisdiction and
to waive any objection as to venue in the federal or New York State
courts located in the County of New York, State of New York. Service of
process on the Purchaser or the Company in any action arising out of or
relating to this Amendment shall be effective if mailed to such party
at the address listed in Section 9.8 of the Original Agreement.
6. This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first written above.
METROMEDIA FIBER NETWORK, INC.
By: /s/ Nick Tanzi
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Name: Nick Tanzi
Title: President & CEO
VERIZON INVESTMENTS INC.
By: /s/ Phil Seskin
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Name: Phil Seskin
Title: Senior Vice-President
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