CONFIDENTIAL PORTION MARKED [*************] HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT ("Amendment") is made by and between WILLIAMS COMMUNICATIONS,
LLC, a Delaware limited liability company ("Williams Communications"), METROMEDIA FIBER NATIONAL
NETWORK, INC., a Delaware corporation ("Lessee") and METROMEDIA FIBER NETWORK
SERVICES, INC. ("MFNS") a Delaware corporation.
Lessee and Williams Communications are parties to the Lease Agreement dated April 26, 2002 (the
On May 20, 2002, Lessee and most of its direct and indirect domestic subsidiaries, including MFNS, each filed
voluntary petitions for reorganization pursuant to Chapter 11 of title 11 of the United States Code. (the
"Bankruptcy Code") with the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") and Lessee is currently operating its business and managing its property as a debtor-in-
The parties now wish to amend the Agreement in accordance with the terms set forth in this Amendment.
NOW THEREFORE, for mutual consideration, the value of which the parties acknowledge, the terms of the
Agreement are amended as follows:
1. Capitalized terms not otherwise defined in this Amendment have the meaning ascribed in the Agreement.
2. On the Effective Date, pursuant to Section 20.1, the Agreement as amended is wholly assigned from Lessee to
MFNS, and thereafter all references to "Lessee" refer to MFNS and MFNN is discharged from further
3. The definition of "Term" is deleted and replaced with the following:
"'TERM' begins on the date of full execution of the First Amendment to this Agreement and includes the initial
term and any subsequent renewal terms."
4. Section 3.1 is deleted and replaced with the following:
"During the Term, unless otherwise converted to an