Exhibit 4.8


 


STANDSTILL AGREEMENT


 


This Standstill Agreement dated as of August 7,
2008 (this “Agreement”), is by and among the persons, entities and managed
accounts listed on Schedule A (collectively, the “York Group,” and
each, individually, a “member” of the York Group) and AboveNet, Inc. (the “Company”).


 


WHEREAS, the York Group has requested that
the Company amend its Rights Agreement, dated as of August 3, 2006  (the “Rights Agreement”), between the Company
and American Stock Transfer & Trust Company (the “Rights Agent”) to
allow for the purchase of any amount of shares of the Company’s common stock so
long as none of the members of the York Group, individually or collectively,
become the Beneficial Owner (as defined in the Rights Agreement) of 20% or more
of the Company’s outstanding Common Shares (as defined in the Rights
Agreement); and


 


WHEREAS, after due consideration of the York
Group’s request and subject to the members of the York Group entering into this
Agreement, the Company has agreed to amend the Rights Agreement to exclude the
York Group from the definition of “Acquiring Person” under the Rights Agreement
as long as the members of the York Group do not become the Beneficial Owners
(as defined in the Rights Agreement), in the aggregate, of 20% or more of the
Company’s outstanding Common Shares (as defined in the Rights Agreement).


 


NOW, THEREFORE, in consideration of and
reliance upon the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


 


1.             Amendment
of Rights Agreement.  The Company and
the Rights Agent shall enter into the Amendment to Rights Agreement,
substantially in the form attached hereto as Exhibit I (the “Amendment”)
promptly following the execution and delivery of this Agreement by each of the
parties hereto.  Except as otherwise
provided herein, the Company and the Rights Agent shall not, without the prior
written consent of JGD Management Corp. d/b/a York Capital Management (“York
Capital”), amend the changes to the Rights Agreement to be effected by the
Amendment in a manner materially adverse to the York Group.


 


2.             Standstill.  Without the prior written approval of the
Company’s Board of Directors (the “Board”), until the earliest of (x) a
period ending five (5) years from the date hereof, (y) the Standstill
Release Date (as defined below) and (z) two years following the
termination or redemption of the Rights Agreement, no member of the York Group
shall, and each of the members of the York Group shall not cause or permit any
Affiliate (as defined in the Rights Agreement) of a member of the York Group
(each, a “York Affiliate”) to, directly or indirectly, including through any of
their representatives:


 


(a)           make,
or in any way participate or engage in (other than by voting its shares of any
Company securities), directly or indirectly, any “solicitation” of any proxy,
consent or other authority to vote any Company securities, with respect to any
matter (including any type of referendum, whether binding or non-binding), or
become a “participant” in any “election contest” (as such terms are used in the
proxy rules of the United States Securities and Exchange


 

















 


Commission
or any other federal agency at the time administering the Securities Act or the
Exchange Act) with respect to the Company, including without limitation
relating to the removal or the election of directors; provided, however,
that the foregoing shall not prohibit any member of the York Group from
communicating in a non-public manner (i) subject to sub-sections (c) and
(d) below, with the Company, the Board or any members of the Company’s
Board or (ii) its attorneys, accountants or financial advisors;


 


(b)           form
or join in a partnership, limited partnership, syndicate or other group,
including without limitation a group as defined under Section 13(d) of
the Securities Exchange Act of 1934, as amended, with respect to any Company
securities, or otherwise support or participate in any effort by a third party
with respect to the matters set forth in Section 2(a), or deposit any
Company’s securities in a voting trust or subject any such securities to any
voting agreement, other than solely with other members of the York Group or
other York Affiliates with respect to any Company securities now or hereafter
owned by them or pursuant to this Agreement;


 


(c)           (x) either
directly or indirectly for itself or its affiliates, or in conjunction with any
other person or entity in which it is or proposes to be either a principal,
partner or financing source or is acting or proposes to act as broker or agent
for compensation, effect or seek, offer or propose (whether publicly or
otherwise) to effect, or cause or participate in, or (y)  in any way knowingly
support, assist or facilitate any other person to effect or seek, offer or
propose to effect, or cause or participate in, any (i) tender offer or
exchange offer, merger, acquisition or other business combination involving the
Company or any of its subsidiaries or affiliates; (ii) any form of
business combination or acquisition or other transaction relating to a material
amount of assets or securities of the Company or any of its subsidiaries or
Affiliates or (iii) any form of restructuring, recapitalization or similar
transaction with respect to the Company or any of its subsidiaries or
Affiliates;


 


(d)           act,
alone or in concert with others, to seek to control the management, Board or
policies of the Company; provided, however, that nothing in this Section 2
shall restrict the manner in which any York Affiliate may vote its shares of
common stock or other securities;


 


(e)           take
any action that might require the Company to make a public announcement
regarding any of the types of matters set forth in Sections 2(a), (b) or
(c);


 


(f)            agree
or offer to take, or encourage or propose (publicly or otherwise) the taking
of, any action referred to in Sections 2(a), (b) or (c);


 


(g)           assist,
induce or encourage any other Person to take any action of the type referred to
in Sections 2(a), (b) or (c);


 


(h)           enter
into any discussions, negotiations, arrangement or agreement with any other
Person relating to any of the foregoing;


 


(i)            publicly
request or propose that the Company or any of the Company’s representatives amend,
waive or consider the amendment or waiver of any provision set forth in this Section 2
or request or propose that the Company or any of the Company’s representatives


 

















 


amend,
waive or consider the amendment or waiver of any provision set forth in this Section 2
in any manner that would require any party to publicly disclose such request or
proposal; or


 


(j)            acquire
Common Shares or other securities of the Company resulting in such Person,
together with its Affiliate and Associates (as defined in the Rights
Agreement), becoming the Beneficial Owner of 20% or more of the Common Shares
then outstanding; provided, however, that no such acquisition
shall be deemed to occur solely due to (i) a stock split, reverse stock
split, cancellation of common stock or securities convertible into common
stock, reclassification, reorganization or other transaction by the Company
affecting any Common Shares or other securities of the Company generally or (ii) a
stock dividend or other pro rata
distribution by the Company to holders of its Common Shares or other
securities; and provided  further, however, that if, after
any such event, such Person, together with its Affiliates and Associates, shall
be the Beneficial Owner of 20% or more of the Common Shares then outstanding,
then such Person, together with its Affiliates and Associates, shall not become
the Beneficial Owner of any additional Common Shares.


 


Notwithstanding the foregoing provisions of this Section 2,
the obligations of the York Group under this Section 2 shall immediately
terminate if: (a) the Company enters into a definitive agreement providing
for (i) any direct or indirect acquisition or purchase by any Person (as
defined in the Rights Agreement) or Group (as defined in the Rights Agreement)
of a majority of the common stock of the Company, (ii) any tender offer or
exchange offer that if consummated would result in any Person or Group
acquiring a majority of the common stock of the Company or (iii) any
merger, consolidation, share exchange or other business combination involving
the Company which, if consummated, would result in the stockholders of the
Company immediately prior to the consummation of such transaction ceasing to
own at least a majority of the equity interests in the surviving entity (or any
direct or indirect parent of such surviving entity); (b) any Person or
Group (other than the Company, any York Affiliate or any Group that includes a
York Affiliate) acquires 35% or more of the number of then outstanding shares
of common stock or other voting securities of the Company having the right to
vote generally in the election of Directors; or (c) upon any petition of
bankruptcy filed by or against the Company (other than by any York Affiliate).


 


For purposes of this Agreement, the Standstill
Release Date shall mean the date on which the Company and the Rights Agent
amend the Rights Agreement to delete the changes effected by the Amendment,
which the Company and the Rights Agent shall effect promptly (and in any event
within ten (10) business days) following written notice by York Capital to
the Company that the York Group has ceased to be the Beneficial Owner in the
aggregate of 15% or more of the issued and outstanding Common Shares and the
York Group desires to terminate the Standstill Agreement, provided, however,
that the Company and the Rights Agent shall not be required to enter into such
amendment (and such amendment shall not become effective) if any member of the
York Group or any York Affiliate shall be in breach of any material provision
of this Agreement.  No member of the York
Group or any York Affiliate shall acquire any Common Shares (as defined in the
Rights Agreement) or other Company securities resulting in the York Group
becoming the Beneficial Owner of 15% or more of the Company’s outstanding
Common Shares following the delivery of such notice and prior to the Standstill
Release Date.  The occurrence of a
Standstill Release Date shall not waive any prior breach of this Agreement.


 

















 


3.             York
Group Representation.  The members of
the York Group hereby represent and warrant that the York Group is the
Beneficial Owner of an aggregate of 1,606,052 Common Shares as of the date
hereof and no York Affiliate that is not a member of the York Group has
Beneficial Ownership of any Common Shares or other Company securities.


 


4.             Public Announcement.  The York Group acknowledges that the Company
shall announce this Agreement and the amendment to the Rights Agreement by
means of the filing with the Securities and Exchange Commission of a Current
Report on Form 8-K (the “8-K”). 
Neither the Company nor the York Group shall make any public
announcement or statement that is inconsistent with or contrary to the
statements made in the 8-K, except as required by law or the rules of any
stock exchange or with the prior written consent of the other party.


 


5.             Miscellaneous.  The parties hereto shall be entitled to seek
an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement exclusively in
the Court of Chancery or other federal or state courts of the State of
Delaware, in addition to any other remedy to which they are entitled at law or
in equity. Furthermore, each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of the Court of Chancery or other federal
or state courts of the State of Delaware and State of New York and any court of
the United States located in the Borough of Manhattan in New York City in the
event any dispute arises out of this Agreement or the matters contemplated by
this Agreement, (b) agrees that it shall not attempt to deny or defeat
such personal jurisdiction by motion or other request for leave from any such
court, (c) agrees that it shall not bring any action relating to this Agreement
or the transactions contemplated by this Agreement in any court other than the
Court of Chancery or other federal or state courts of the State of Delaware or
state courts of the State of New York or any court of the United States located
in the Borough of Manhattan in New York City, and each of the parties
irrevocably waives the right to trial by jury, and (d)  agrees to waive
any bonding requirement under any applicable law if any other party seeks to
enforce the terms of this Agreement by way of equitable relief and (e) each
of the parties irrevocably consents to service of process by a reputable
overnight mail delivery service, signature requested, to the address of such
parties’ principal place of business or as otherwise provided by applicable law.  THIS AGREEMENT AND ALL MATTERS ARISING OUT OF
OR RELATED HERETO SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT
LIMITATION, THE VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN
SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE,
EXCEPT TO THE EXTENT THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE ARE
MANDATORILY APPLICABLE UNDER DELAWARE LAW.


 


6.             No Waiver.  Any waiver by any party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision
of this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.


 

















 


7.             Entire Agreement.  This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and may
be amended only by an agreement in writing executed by the parties hereto.


 


8.             Notices.  All notices, consents, requests,
instructions, approvals and other communications provided for herein shall be
in writing and shall be deemed validly given or made, if (a) given by
facsimile and email, when such facsimile and email is transmitted to the
facsimile number set forth below and sent to the email address set forth below
and the appropriate facsimile confirmation is received if sent on a Business
Day or otherwise (or otherwise on the next Business Day) or (b) if given
by any other means, when actually received (or the date of refusal of receipt)
during normal business hours on a Business Day at the address specified in this
subsection:


 


if to the Company:


 


AboveNet, Inc.


360
Hamilton Avenue


White
Plains, New York 10601


Attention:  General Counsel


Facsimile:  (914) 421-6793


Email:  rsokota@above.net


 


With
a copy to (which shall not constitute notice):


 


Cooley
Godward Kronish LLP


1114
Avenue of the Americas


New
York, New York 10036


Attention:  Scott L. Kaufman


Facsimile:  (212) 479-6275


Email:  skaufman@cooley.com


 


if to the York Group:


 


York
Capital Management


767
Fifth Avenue, 17th Floor


New
York, NY 10153


Attention:  Adam J. Semler / Alan H. Cohen


Facsimile:
(212) 300-1302


 


With
a copy to (which shall not constitute notice):


 


Arnold &
Porter LLP


399
Park Avenue, 35th Floor


New
York, New York


Attention:  Richard Swanson, Esq.


 

















 


Facsimile:  (212) 715-1399


Email:  richard.swanson@aporter.com


 


For
purposes of this Section, “Business Day” means any day that is not a Saturday,
Sunday or other day on which banks are required or authorized by law to be
closed in the City of New York.


 


9.             Severability.  If at any time subsequent to the date hereof,
any provision of this Agreement shall be held by any court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall be of
no force and effect, but the illegality or unenforceability of such provision
shall have no effect upon the legality or enforceability of any other provision
of this Agreement.


 


10.           Counterparts.  This Agreement may be executed in two or more
counterparts (including by facsimile or pdf) which together shall constitute a
single agreement.


 


11.           Successors
and Assigns.  This Agreement shall
not be assignable by any of the parties to this Agreement. This Agreement,
however, shall be binding on successors of the parties hereto.


 


12.           No
Third Party Beneficiaries.  This
Agreement is solely for the benefit of the parties hereto and is not
enforceable by any other persons.


 


13.           Fees
and Expenses.  Neither the Company,
on the one hand, nor the York Group, on the other hand, will be responsible for
any fees or expenses of the other in connection with this Agreement.


 


14.           Interpretation
and Construction.  Each of the
parties hereto acknowledges that it has been represented by counsel of its
choice throughout all negotiations that have preceded the execution of this
Agreement, and that it has executed the same with the advice of said
independent counsel. Each party and its counsel cooperated and participated in
the drafting and preparation of this Agreement and the documents referred to
herein, and any and all drafts relating thereto exchanged among the parties
shall be deemed the work product of all of the parties and may not be construed
against any party by reason of its drafting or preparation. Accordingly, any rule of
law or any legal decision that would require interpretation of any ambiguities
in this Agreement against any party that drafted or prepared it is of no
application and is hereby expressly waived by each of the parties hereto, and
any controversy over interpretations of this Agreement shall be decided without
regards to events of drafting or preparation. The section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.


 


[Signature pages to
follow]


 

















 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be duly executed as of the date first above
written.


 


	
   

  	
  ABOVENET, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Sokota

  
	
   

  	
   

  	
  Name:

  	
  Robert Sokota

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and General

  
	
   

  	
   

  	
   

  	
  Counsel

  
	
   

  	
   

  
	
   

  	
  JGD MANAGEMENT CORP. (on behalf it itself 

  and accounts managed by it holding AboveNet, Inc.

  securities)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  HFR ED SELECT FUND IV MASTER TRUST

  
	
   

  	
   

  
	
   

  	
  By: JGD Management Corp., its Investment

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  LYXOR/YORK FUND LIMITED

  
	
   

  	
   

  
	
   

  	
  By: JGD Management Corp., its Investment

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
								



 

















 


	
   

  	
  PERMAL YORK LIMITED

  
	
   

  	
   

  
	
   

  	
  By: JGD Management Corp., its Investment

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  YORK CAPITAL MANAGEMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Dinan Management, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  YORK CREDIT OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: York Credit Opportunities Domestic Holdings,

  LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  YORK CREDIT OPPORTUNITIES UNIT TRUST

  
	
   

  	
   

  
	
   

  	
  By: York Credit Opportunities Offshore Holdings,

  LLC, its investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
										



 

















 


	
   

  	
  YORK ENHANCED STRATEGIES FUND, LLC

  
	
   

  	
   

  
	
   

  	
  By:  York Enhanced Strategies
  Management, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  YORK GLOBAL VALUE PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: York Global Value Holdings, LLC, its General

  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  YORK INVESTMENT LIMITED

  
	
   

  	
   

  
	
   

  	
  By: York Offshore Holdings, Ltd., its Investment

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  YORK LONG ENHANCED FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: York Long Enhanced Domestic Holdings, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
									



 

















 


	
   

  	
  YORK SELECT, L.P.

  
	
   

  	
   

  
	
   

  	
  By: York Select Domestic Holdings, LLC, its

  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  YORK SELECT UNIT TRUST

  
	
   

  	
   

  
	
   

  	
  By: York Select Offshore Holdings, LLC, its

  Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Name:

  	
  Adam J. Semler

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
						



 

















 


SCHEDULE A


 


JGD Management Corp. (“JGD”)


 


HFR
ED SELECT FUND IV MASTER TRUST


 


LYXOR/YORK
FUND LIMITED


 


PERMAL
YORK LIMITED


 


YORK
CAPITAL MANAGEMENT, L.P.


 


YORK
CREDIT OPPORTUNITIES FUND, L.P.


 


YORK
CREDIT OPPORTUNITIES UNIT TRUST


 


YORK
ENHANCED STRATEGIES FUND, LLC


 


YORK
GLOBAL VALUE PARTNERS, L.P.


 


YORK
INVESTMENT LIMITED


 


YORK
LONG ENHANCED FUND, L.P.


 


YORK
SELECT, L.P.


 


YORK
SELECT UNIT TRUST


 


Accounts managed by JGD


holding any AboveNet securities


 

















 


EXHIBIT I


 


Amendment to Rights
Agreement


 


[See Exhibit 4.7]