Exhibit 99.2
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx Xxxxxx & Xxxxxxx
One New York Plaza 000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000 Suite 1000
(000) 000-0000 Xxx Xxxx, Xxx Xxxx 00000-0000
(000) 000-0000
XXX XXXXXXXXX
Xxxx 0, 0000
Xxxx X. Xxxxxxx, Esq.
Willkie, Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Stock Purchase Agreement, dated as of January 15, 2002 (the
"Purchase Agreement"), among XO Communications, Inc. (the
"Company"), certain partnerships affiliated with Forstmann
Little & Co. (collectively "Forstmann Little") and Telefonos
de Mexico, S.A. de C.V. ("Telmex")
Dear Xxxx:
As has been indicated to the Company, Forstmann Little and Telmex
(collectively the "Investors") believe that it is virtually impossible that the
conditions to their obligations under the Purchase Agreement will ever be
satisfied. The Investors' belief in this regard is based on a number of factors,
all of which are demonstrated by the substantial decline in the value of the
Company, including the state of the Company's business and financial condition,
pending litigation, the absence, despite months of negotiations, of any
agreement among the Company's stakeholders, the stated positions of Xxxx Xxxxx
and representatives of the bondholders, and the Company's stated intention to
file bankruptcy in the near term.
While the Investors will, of course, continue to fulfill their obligations
under the Purchase Agreement, it is important for the Company and all of its
stakeholders to understand that the Investors will not waive any of the
conditions to their obligations to consummate the transactions contemplated by
the Purchase Agreement. In addition, the Investors will not undertake any
further actions in connection with the Company's ongoing restructuring efforts
(including engaging in any discussions or negotiations with respect to
alternative transactions) that are not required by the terms of the Purchase
Agreement. The Company and its representatives should not take any action that
could lead anyone to believe that the transactions contemplated by the Purchase
Agreement will be consummated or that Forstmann Little or Telmex intend or are
obligated to consider or consummate any alternative transaction.
In light of the foregoing, the Investors request that the Company mutually
agree with the Investors to terminate the Purchase Agreement to clarify for all
of the Company's stakeholders the restructuring options actually available to
the Company. If the Company declines to do so, the Investors reserve all of
their rights to terminate the Purchase Agreement.
Please be advised that Forstmann Little intends to amend its Schedule 13D
regarding its investment in the Company to disclose the contents of this letter
and to attach this letter as an exhibit to that amendment. In light of the
Company's previous public statements about the status of the Purchase Agreement,
we also suggest that the Company seriously consider whether it has a duty to
disclose publicly the contents of this letter.
Forstmann Little and Telmex expressly reserve all of their rights under the
Purchase Agreement and pursuant to applicable law, and this letter is not to be
construed in any manner as a waiver or release of any of their rights
thereunder.
This letter has been executed and is being delivered by Xxxxxxx Xxxxxxx of
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx on behalf of Forstmann Little and by
Xxxxxxx Xxxxxx of Xxxxxx & Xxxxxxx on behalf of Telmex.
Very truly yours, Very truly yours,
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx
cc: Xx. Xxxxxxxx X. Xxxxxxxxx
Xx. Xxxxx Xxxxx Xxxxx
Xxx X. Xxxxxxx, Esq.
Xxxxxx X. Xxxxxx, Esq.
