ARTICLE ONEFirst Supplemental Indenture • August 14th, 2000 • Nextlink Communications Inc/New • Telephone communications (no radiotelephone) • New York
Exhibit 1.2 XO Communications, Inc. [FORM OF EQUITY SECURITIES] UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) ----------------------Underwriting Agreement • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
TOIndenture • August 17th, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 4.3 WARRANT AGREEMENT dated as of [________ __, ____]Warrant Agreement • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 4.2 XO COMMUNICATIONS, INC. 5 3/4% Convertible Subordinated Notes due 2009 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.2.7 XO COMMUNICATIONS, INC. 5 3/4% Convertible Subordinated Notes due 2009 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
XO HOLDINGS, INC., Issuer AND [ ], Trustee INDENTURE Dated as of [___], 200[___] Senior Debt SecuritiesIndenture • November 27th, 2007 • Xo Holdings Inc • Telephone communications (no radiotelephone) • New York
* This Table of Contents does not constitute part of the Indenture and shall not have any bearing upon the interpretation of any of its terms or provisions.
INDENTURE Dated as of ____________, 200__ ____% SENIOR NOTES DUE 20__Indenture • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
Issuer andSecond Supplemental Indenture • August 14th, 2000 • Nextlink Communications Inc/New • Telephone communications (no radiotelephone) • New York
TOIndenture • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 10.5.3 AMENDMENT OF GUARANTY AGREEMENT AMENDMENT OF GUARANTY AGREEMENT, dated as of June 16, 2000, between NM Acquisition Corp., a Delaware corporation (the "New Guarantor") and the successor corporation to NEXTLINK Communications, Inc., a...Guaranty Agreement • August 14th, 2000 • Nextlink Communications Inc/New • Telephone communications (no radiotelephone) • Delaware
Exhibit 1.1 XO Communications, Inc. [FORM OF EQUITY SECURITIES] UNDERWRITING AGREEMENT (U.S. VERSION) ----------------------Underwriting Agreement • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 1.3 XO Communications, Inc. [FORM OF DEBT SECURITIES] UNDERWRITING AGREEMENT (U.S. VERSION) ----------------------Underwriting Agreement • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
and UNITED STATES TRUST COMPANY OF NEW YORK Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 15, 2000 Amending INDENTURE Dated as of April 25, 1996Third Supplemental Indenture • August 14th, 2000 • Nextlink Communications Inc/New • Telephone communications (no radiotelephone) • New York
Exhibit 1.4 XO Communications, Inc. [FORM OF DEBT SECURITIES] UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) ----------------------Underwriting Agreement • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
ANDDeposit Agreement • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
ANDPurchase Contract Agreement • August 16th, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
c. Section 10.6 of the Credit Agreement is hereby amended by adding the following new Section 10.6(j) at the end of Section 10.6:Credit and Guaranty Agreement • June 17th, 2002 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
2- 3 (c) Stock Dividends and Other Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall (i) pay a dividend with respect to its common stock issuable hereunder payable in the same class or series of capital...Common Stock Purchase Warrant • August 14th, 2000 • Nextlink Communications Inc/New • Telephone communications (no radiotelephone) • Delaware
RECITALS --------Registration Rights Agreement • June 22nd, 2000 • Nm Acquisition Corp • Telephone communications (no radiotelephone)
FORM OF PLEDGE AGREEMENTPledge Agreement • August 16th, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
2 - 3 Section 5.3 of the Employment Agreement, that nothing contained in this Amendment shall give rise to any right on behalf of Executive to terminate the Employment Period pursuant to Section 5.3 of the Employment Agreement and that, for purposes...Employment Agreement • April 2nd, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • Delaware
XO COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of January 16, 2003, among the parties listed on Schedule I hereto (the “Holders”) and XO Communications, a Delaware corporation (the “Company”).
SERIES A WARRANT AGREEMENT between XO COMMUNICATIONS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent January 16, 2003Warrant Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2004 • Xo Communications Inc • Telephone communications (no radiotelephone) • Virginia
This Employment Agreement is entered into by and between Gary D. Begeman (“Executive”) and NEXTLINK Communications, Inc., a Delaware corporation (“Employer” or the “Company”), to be effective on and as of November 20, 1999.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2004 • Xo Communications Inc • Telephone communications (no radiotelephone) • Delaware
This Indemnification Agreement, dated and effective as of November 1, 2004 (this “Agreement”), is by and between XO Communications, Inc., a Delaware corporation (the “Company”), Starfire Holdings Corporation (a Delaware corporation and an affiliate of the Company (“Starfire”) and Fredrik Gradin (the “Indemnitee”).
WITNESSETH:Rights Agent Agreement • October 7th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 22nd, 2000 • Nm Acquisition Corp • Telephone communications (no radiotelephone) • New York
Exhibit 99.2 Fried, Frank, Harris, Shriver & Jacobson Latham & Watkins One New York Plaza 885 Third Avenue New York, New York 10004-1980 Suite 1000 (212) 859-8000 New York, New York 10022-4802 VIA FACSIMILE June 6, 2002 Jack H. Nusbaum, Esq. Willkie,...Stock Purchase Agreement • June 10th, 2002 • Xo Communications Inc • Telephone communications (no radiotelephone)
GUARANTYGuaranty • March 17th, 2008 • Xo Holdings Inc • Telephone communications (no radiotelephone)
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned (the “Guarantors”) jointly, severally and unconditionally guarantee, in accordance with the terms hereof and without any prior written notice, the full and punctual payment and performance of all of the Liabilities (as defined herein) when due (the “Guaranty”), whether required by acceleration or otherwise of XO COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”), to the purchasers listed on Schedule A and their permitted assigns of the Note Purchase Agreement (the “Agreement”) entered into on March 13, 2008 by and among the Company and such purchasers (the “Purchasers”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment as well as performance of all of the Liabilities whether now outstanding or arising in the future. Should the Company default in the payment or performance of any of the Liabilities, the obl
XO COMMUNICATIONS, LLC WAIVER WITH RESPECT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTWaiver • March 31st, 2006 • Xo Holdings Inc • Telephone communications (no radiotelephone)
This Waiver (“Waiver”), dated as of March 30, 2006, with respect to the Amended and Restated Credit and Guaranty Agreement, dated January 16, 2003 (as amended, supplemented or otherwise modified, through the date hereof, and as it may be further amended, supplemented or otherwise modified, the “Credit Agreement”), by and among XO Communications, LLC, a Delaware limited liability company (the “Company,” as successor by merger to XO Communications, Inc., a Delaware corporation), certain affiliates and subsidiaries of the Company, as Guarantors, the Lenders party thereto from time to time and Mizuho Corporate Bank, Ltd., as administrative agent (the “Administrative Agent”).
ASSET PURCHASE AGREEMENT by and among ALLEGIANCE TELECOM, INC. And ALLEGIANCE TELECOM COMPANY WORLDWIDE jointly and severally as Sellers And XO COMMUNICATIONS, INC. as Buyer February 18, 2004Asset Purchase Agreement • February 24th, 2004 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
This ASSET PURCHASE AGREEMENT is dated as of February 18, 2004 by and among Allegiance Telecom, Inc., a Delaware corporation (“ATI”), Allegiance Telecom Company Worldwide, a Delaware corporation (“ATCW” and, together with ATI, “Sellers” and each individually, a “Seller”), and XO Communications, Inc., a Delaware corporation (“Buyer”).
XO COMMUNICATIONS, LLC WAIVER WITH RESPECT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 17th, 2008 • Xo Holdings Inc • Telephone communications (no radiotelephone)
This Waiver (the “Waiver”), dated as of March 13, 2008, with respect to the Amended and Restated Credit and Guaranty Agreement, dated as of January 16, 2003 (as amended, supplemented or otherwise modified, through the date hereof, and as it may be further amended, supplemented or otherwise modified, the “Credit Agreement”), by and among XO Communications, LLC, a Delaware limited liability company (the “Company,” as successor by merger to XO Communications, Inc., a Delaware corporation), certain affiliates and subsidiaries of the Company, as Guarantors, the Lenders party thereto from time to time and Mizuho Corporate Bank, Ltd., as administrative agent (the “Administrative Agent”).
Re: Termination of Equity Purchase Agreement, dated as of November 4, 2005, as amended (the “Equity Purchase Agreement”)Termination Agreement • March 31st, 2006 • Xo Holdings Inc • Telephone communications (no radiotelephone)
Pursuant to the recommendation of the Special Committee of our Board of Directors, our Board of Directors has determined that mutual termination of the Equity Purchase Agreement, without damages or a break-up fee, is, under the circumstances, in the best interests of XO Holdings, Inc. and therefore, we hereby agree to terminate the Equity Purchase Agreement by mutual consent.
RATIFICATION AND AMENDMENT AGREEMENT (RELATING TO XO MERGER)Ratification and Amendment Agreement • March 6th, 2006 • Xo Holdings Inc • Telephone communications (no radiotelephone)
This RATIFICATION AND AMENDMENT AGREEMENT (RELATING TO XO MERGER) (“Agreement”), dated as of March 1, 2006, is delivered in connection with the Amended and Restated Credit and Guaranty Agreement, dated as of January 16, 2003 (as amended and as it may be further amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among XO COMMUNICATIONS, LLC, a Delaware limited liability company, successor-by-merger to XO Communications, Inc., a Delaware corporation (“XO LLC” or the “Company”), CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, XO HOLDINGS, INC., a Delaware corporation, as a Guarantor (“XO Holdings”), LMDS HOLDINGS, INC., a Delaware corporation, as a Guarantor (“LMDS”), and V&K Holdings, Inc., a Delaware corporation, as a Guarantor (“V&K”),the Lenders party thereto from time to time and, solely with respect to Section 6(b) hereof, MIZUHO CORPORATE BANK, LTD., as adm
