0001104659-04-010798 Sample Contracts

AMENDMENT NO.1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 21st, 2004 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York

This AMENDMENT NO. 1 to the Asset Purchase Agreement is dated as of April 13, 2004 (this “Amendment”) and is entered into by and among Allegiance Telecom, Inc., a Delaware corporation (“ATI”), Allegiance Telecom Company Worldwide, a Delaware corporation (“ATCW” and, together with ATI, “Sellers” and each individually, a “Seller”), and XO Communications, Inc., a Delaware corporation (“Buyer”).

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OPERATING AGREEMENT
Operating Agreement • April 21st, 2004 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York

This OPERATING AGREEMENT (“Agreement”) is dated as of April 13, 2004 by Allegiance Telecom, Inc. and its subsidiaries listed as Sellers on the signature page hereto (collectively, “Sellers”), and XO Communications, Inc., a Delaware corporation or its designee (“Manager”)..

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