FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE

FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE

This FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE (this “Amendment”), dated as of February 11, 2011, is entered into between XO COMMUNICATIONS, LLC, a Delaware limited liability company, as Borrower (the “Borrower”) and ARNOS CORP., as Lender (the “Lender”).

RECITALS

A.           The Borrower and the Lender have entered into that certain US$50,000,000 Revolving Promissory Note dated as of October 8, 2010 (the “Note”).  Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Note.

B.           The Borrower has requested that the Lender amend certain provisions of the Note to extend the final maturity thereof.  The Lender has agreed to such amendments, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

SECTION 1. Amendments to the Note.   The Note is hereby amended as follows:

All references to the words “October 8, 2011” contained in Section 3 of the Note shall be amended to read “May 1, 2012”.

SECTION 2. Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 3. Governing Law.  This Amendment and the legality, validity and performance of the terms hereof is made in accordance with and shall be construed under the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of any law other than the law of the State of New York.

SECTION 4. Except as specifically amended hereby, all terms and provisions of the Note shall remain unaltered and in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	BORROWER: XO COMMUNICATIONS, LLC
	/s/ Xxxxx X. Xxxxxx
	Name:  Xxxxx X. Xxxxxx
	Title:    Senior Vice President, Chief Financial Officer and Manager
	Address:	00000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: 000-000-0000 Attention:  General Counsel

ACCEPTED AND AGREED

AS OF THE DATE FIRST

WRITTEN ABOVE:

LENDER:

ARNOS CORP.

/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
Address:	c/o Icahn Associates Corp.
	000 Xxxxx Xxxxxx, 00xx Xxxxx
	Xxx Xxxx, Xxx Xxxx  00000
	Facsimile: 000-000-0000
	Attention:  Chief Financial Officer