and UNITED STATES TRUST COMPANY OF NEW YORK Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 15, 2000 Amending INDENTURE Dated as of April 1, 1998 9.45% Senior Discount Notes Due 2008Nextlink Communications Inc/New • August 14th, 2000 • Telephone communications (no radiotelephone) • New York
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 4.3 WARRANT AGREEMENT dated as of [________ __, ____]Warrant Agreement • February 1st, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
UNITED STATES TRUST COMPANY OF NEW YORK Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 15, 2000 Amending INDENTURE Dated as of November 17, 1999 10 1/2 % Senior Notes Due 2009Nextlink Communications Inc/New • August 14th, 2000 • 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
TOIndenture • 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
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, 1996Nextlink Communications Inc/New • August 14th, 2000 • Telephone communications (no radiotelephone) • New York
TOXo Communications Inc • February 1st, 2001 • 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
ANDDeposit Agreement • February 1st, 2001 • Xo Communications Inc • 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
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
ANDPurchase Contract Agreement • August 16th, 2001 • 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...Nextlink Communications Inc/New • August 14th, 2000 • 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 HOLDINGS, INC., Issuer AND [ ], Trustee INDENTURE Dated as of [___], 200[___] Senior Debt SecuritiesXo Holdings Inc • November 27th, 2007 • 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.
RECITALSFinal Execution • October 15th, 2002 • 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”).
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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 22nd, 2000 • Nm Acquisition Corp • Telephone communications (no radiotelephone) • New York
WITNESSETH:Form of Rights Agent Agreement • October 7th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
XO COMMUNICATIONS, LLC WAIVER WITH RESPECT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • 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”).
SERIES A WARRANT AGREEMENT between XO COMMUNICATIONS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent January 16, 2003Series a Warrant Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
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”).
ARTICLE ONENextlink Communications Inc/New • August 14th, 2000 • Telephone communications (no radiotelephone) • New York
Re: Termination of Equity Purchase Agreement, dated as of November 4, 2005, as amended (the “Equity Purchase Agreement”)Xo Holdings Inc • March 31st, 2006 • 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
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2006 • Xo Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and enacted as of April 28, 2006 by XO Holdings, Inc., a Delaware corporation (the “Company”).
MASTER AGREEMENTMaster Agreement • March 21st, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT (“Agreement”) is entered into this 5th day of August, 2002, by and between Level 3 Communications, Inc., a Delaware corporation and Level 3 Communications, LLC, a Delaware limited liability company (collectively, “Level 3”), on the one hand, and XO Communications, Inc., a Delaware corporation (“XO”) and XO Intercity Holdings No. 2, LLC, a Delaware limited liability company (“Grantee”), on the other hand.
EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2009 • Xo Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This EMPLOYMENT AGREEMENT, dated as of January 5, 2009 (this “Agreement”), is entered into by and between XO Holdings, Inc., a Delaware corporation (the “Company”), and Daniel J. Wagner (“Employee”).
