SECOND AMENDED PLAN OF REORGANIZATION OF
METROMEDIA FIBER NETWORK, INC., ET AL.

INTRODUCTION

Metromedia Fiber Network, Inc., a Delaware corporation for itself and on behalf of its Subsidiaries(1), proposes the following plan of reorganization for the resolution of the Debtors outstanding Claims and Equity Interests.  Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtors history, businesses, properties, results of operations, projections for future operations, risk factors, a summary and analysis of this Plan, and certain related matters, including the New Common Stock to be issued pursuant to this Plan.  The Debtors are the proponents of this Plan within the meaning of Section 1129 of the Bankruptcy Code.

All holders of Claims and Equity Interests are encouraged to read this Plan and the Disclosure Statement in their entirety before voting to accept or reject this Plan.  Subject to certain restrictions and requirements set forth in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, the Debtors reserve the right to alter, amend, modify, revoke or withdraw this Plan prior to its substantial consummation.

ARTICLE I

DEFINITIONS, RULES OF INTERPRETATION,

AND COMPUTATION OF TIME

A.                                    Scope of Definitions

For purposes of this Plan, except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meanings ascribed to them in Article I of this Plan.  Any term used in this Plan that is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules.

B.                                    Definitions

1.1.                              Administrative Claim means a Claim for payment of an administrative expense of a kind specified in Section 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code and entitled to priority pursuant to Section 507(a)(1) of the Bankruptcy Code, including (i) the actual necessary costs and expenses, incurred after the Petition Date, of preserving the Estates and operating the businesses of the Debtors, including wages, salaries, or commissions for services

(1)                                  Metromedia Fiber Network Services, Inc.; AboveNet Communications, Inc.; SiteSmith, Inc.; PAIX.net, Inc., N/K/A MFN Fiber Inc.; Metromedia Fiber Network of Illinois, Inc.; MFN Purchasing, Inc.; Metromedia Fiber Network of New Jersey, Inc.; MFN of Utah, L.L.C.; MFN of VA, L.L.C.; Metromedia Fiber National Network, Inc.; Metromedia Fiber Network International, Inc.; MFN International, L.L.C.; MFN Japan Backhaul, Inc.; MFN Europe Finance, Inc.

rendered after the commencement of the Chapter 11 Cases, (ii) Professional Fee Claims and (iii) all fees and charges assessed against the Estates under Chapter 11 of Title 28, United States Code.

1.2.                              Ad Valorem Tax means the tax assessed by a state or local government unit against any of the Debtors personal or real property pursuant to state and/or local law.

1.3.                              Ad Valorem Secured Tax Claim means a Claim for Ad Valorem Taxes which is secured by assets of the Debtors.

1.4.                              Administrative Claims Bar Date shall have the meaning ascribed to such term in Article XIV of this Plan.

1.5.                              Aggregate Class 2 Shares means 3,369,876 shares of New Common Stock, as listed in Schedule 1, to be allocated to holders of Allowed Class 2 Claims under this Plan.

1.6.                              Aggregate Class 6 Shares means 1,685,433 shares of New Common Stock allocated to holders of Allowed Class 6 Claims under this Plan.

1.7.                              Aggregate Class 6(a) Shares means a number of shares of New Common Stock equal to the product of the number of Aggregate Class 6 Shares multiplied by a fraction, the numerator of which is the aggregate Allowed Class 6(a) Claims (including the Allowed Class 6(c) Claims allocated to Class 6(a) pursuant to Article IV of this Plan), and the denominator of which is the aggregate Calculated Amount of the Class 6 Claims.

1.8.                              Aggregate Class 6(b) Shares means a number of shares of New Common Stock equal to the product of the number of Aggregate Class 6 Shares multiplied by a fraction, the numerator of which is the aggregate Allowed Class 6(b) Claims, and the denominator of which is the aggregate Calculated Amount of the Class 6 Claims.

1.9.                              Aggregate Class 7 Shares means 2,749,918 shares of New Common Stock allocated to holders of Allowed Class 7 Claims under this Plan.

1.10.                        Allowed means, when used in reference to a Claim or Equity Interest within a particular Class, an Allowed Claim or Allowed Equity Interest of the type described in such Class.

1.11.                        Allowed Administrative Claim means an Administrative Claim as to which a timely request for payment has been made in accordance with Article XIV.A.1 of this Plan (if such written request is required), as to which the Debtors (i) have not interposed a timely objection or (ii) have interposed a timely objection and such objection has been settled, waived or withdrawn, or has been denied by a Final Order.

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1.12.                        Allowed Claim means a Claim or any portion thereof (i) as to which no objection to allowance or request for estimation has been interposed on or before the date provided for herein or the expiration of such other applicable period of limitation as may be fixed by the Bankruptcy Code, Bankruptcy Rules, or the Court, (ii) as to which any objection to its allowance has been settled, waived or withdrawn, or has been denied by a Final Order, (iii) that has been allowed by a Final Order, (iv) as to which the liability of the Debtors, and the amount thereof, are determined by Final Order of a court of competent jurisdiction other than the Court, or (v) that is expressly allowed in a liquidated amount in this Plan.

1.13.                        Allowed Class . . . Claim means an Allowed Claim in the particular Class described.

1.14.                        Allowed Other Secured Claims has the meaning ascribed to such term in Article IV of this Plan.

1.15.                        Ballot means the form or forms distributed with the Disclosure Statement to holders of Impaired Claims and Impaired Equity Interests entitled to vote under Article IV of this Plan on which the holders indicate acceptance or rejection of this Plan.

1.16.                        Ballot Date means the date set by the Court by which all completed Ballots must be received in order for the selection indicated on a ballot to be counted.

1.17.                        Bankruptcy Code means the Bankruptcy Reform Act of 1978, as codified in Title 11 of the United States Code, 11 U. S. C. 101-1330, as now in effect or hereafter amended, as applied to the Chapter 11 Cases or adversary proceedings or as provided therein.

1.18.                        Bankruptcy Rules means, collectively, the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, and the Local Rules of the Court, as applicable to the Chapter 11 Cases or proceedings therein, as the case may be.

1.19.                        Bar Date means October 18, 2002, or any other date, designated by the Court as the last date for filing proofs of Claim (including Administrative Claims other than Professional Fee Claims) against the Debtors.

1.20.                        Bar Date Order has the meaning ascribed to such term in Article XIV of this Plan.

1.21.                        Bechtel means Bechtel Corporation, a California corporation, and its successors, assigns and transferees.

1.22.                        Bechtel Claims means all Claims arising under or relating to (i) the Bechtel Notes, (ii) the Junior Intercreditor Agreement and (iii) the Junior Security Agreement.

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1.23.                        Bechtel Notes means the $89,000,000 in aggregate principal amount of 8.5% Senior Subordinated Convertible Promissory Notes due September 30, 2003, issued by certain of the Debtors pursuant to that certain Master Restructuring Agreement entered into among certain of the Debtors and Bechtel, dated October 1, 2001.

1.24.                        Board of Directors means the board of directors of Reorganized MFN.

1.25.                        Board of Directors Designation means the designation of the members of the Board of Directors, as provided for in Article V of this Plan.

1.26.                        Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by federal or state law or executive order to close.

1.27.                        By-Laws means the amended and restated by-laws of MFN or the other Debtors, as the case may be, in effect on the date hereof.

1.28.                        Calculated Amount  means with respect to any class of Claims, the Presumed Amount for such Claims (representing presumed aggregate Rejection Claims for Executory Contracts and Unexpired Leases within such Class, which the Company has not identified as of the date immediately prior to the Confirmation Date) plus the aggregate amount of Allowed Claims and Disputed Claims calculated as follows: (i) for any Allowed Claim, the aggregate amount of the Allowed Claim, (ii) for any Disputed Claim for which an amount has been asserted, (x) the amount which has been asserted, (y) an amount estimated pursuant to Section 502(c) of the Bankruptcy Code, or (z) such other amount as may be reasonably determined by the Debtors and the Committee, (iii) for any Disputed Claim for which an amount has not been asserted, (x) an amount estimated pursuant to Section 502(c) of the Bankruptcy Code, or (y) such other amount as may be reasonably determined by the Debtors and the Committee, and (iv) for any Rejection Claim not otherwise covered by (ii) and (iii) above (including any Claim for damages based upon the potential rejection of any Executory Contract or Unexpired Lease that has neither been assumed nor rejected as of the date immediately prior to the Confirmation Date), an amount as may be reasonably agreed to by the Committee and the Debtors.

1.29.                        Case Interest Rate means the federal judgment rate provided in 28 U.S.C. 1961 in effect on the Effective Date compounded annually on each anniversary of the Effective Date.

1.30.                        Cash means legal tender of the United States of America or the equivalent thereof.