0000950133-03-000857 Sample Contracts

MASTER AGREEMENT
Master 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.

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AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of January 16, 2003 among XO COMMUNICATIONS, INC., CERTAIN SUBSIDIARIES OF XO COMMUNICATIONS, INC., as Guarantors, VARIOUS LENDERS, and MIZUHO CORPORATE BANK, LTD., as Administrative Agent,
Credit and Guaranty Agreement • March 21st, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of January 16, 2003 is entered into by and among XO COMMUNICATIONS, INC., a Delaware corporation (“Company”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, and MIZUHO CORPORATE BANK, LTD. (“Mizuho”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).

Communications Consultants, Inc. 2300 Carillon Point Kirkland, Washington 98033 December 17, 2002
Xo Communications Inc • March 21st, 2003 • Telephone communications (no radiotelephone) • Washington

This letter is in reference to the Employment Agreement, dated December 15, 1997, among R. Gerard Salemme (“Employee”), Communications Consultants, Inc. (“Employer”) and Eagle River Investments, L.L.C., as guarantor (“Eagle River”), as amended by the Amendment to Employment Agreement dated December 17, 2002, among Employee, Employer and Eagle River (as amended, the “Employment Agreement”).

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