0000950133-01-500775 Sample Contracts

AMENDMENT AND STOCK PURCHASE AGREEMENT dated as of April 25, 2001 by and between XO Communications, Inc. and The Investors Listed on the Signature Page Hereto
Registration Rights Agreement • April 30th, 2001 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 25, 2001, by and between XO Communications, Inc., a Delaware corporation (the “Company”), Forstmann Little & Co. Equity Partnership VI, L.P., a Delaware limited partnership (“Equity VI”), Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership VII, L.P., a Delaware limited partnership (“MBO VII”) and FL Fund, L.P., a Delaware limited partnership (“FL Fund” and, together with Equity VI and MBO VII, the “Investors”).

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