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
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 2006 • Xo Holdings Inc • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2006 (this “Merger Agreement”), by and among XO Communications, Inc., a Delaware corporation (the “Company”), XO Holdings, Inc., a Delaware corporation (“Holdings”) and wholly-owned subsidiary of the Company, and XO Communications, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“XO LLC”). The Company and XO LLC are collectively referred to herein from time to time as the “Constituent Entities.”
AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 6th, 2006 • Xo Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 1, 2006 by and among XO Holdings, Inc., a Delaware corporation (“Seller”), XO Communications, LLC, a Delaware corporation (as successor by merger to XO Communications, Inc., a Delaware corporation, the “Company”), and Elk Associates LLC, a Delaware limited liability company (“Buyer”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 6th, 2006 • Xo Holdings Inc • Telephone communications (no radiotelephone) • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 28, 2006 (this “Agreement”), by and among XO Communications, Inc., a Delaware corporation (“Assignor”), and XO Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
