AGREEMENT AND PLAN OF MERGER among ACF INDUSTRIES HOLDING CORP., ARNOS CORP., ARNOS SUB CORP., HIGH RIVER LIMITED PARTNERSHIP, BARBERRY CORP., XO MERGER CORP., and XO HOLDINGS, INC. Dated as of July 11, 2011Merger Agreement • July 12th, 2011 • Xo Holdings Inc • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2011 (this “Agreement”), among ACF Industries Holding Corp., a Delaware corporation (“ACF”), Arnos Corp., a Delaware corporation (“Arnos”), Arnos Sub Corp., a Delaware corporation (“Arnos Sub”), High River Limited Partnership, a Delaware limited partnership (“High River”), Barberry Corp., a Delaware corporation (“Barberry”, and together with, ACF, Arnos, Arnos Sub and High River, collectively, the “Parent Group”), XO Merger Corp., a Delaware corporation, all of the outstanding capital stock of which is owned by the members of the Parent Group and/or their respective Affiliates (“Merger Sub”), and XO Holdings, Inc., a Delaware corporation (the “Company”).
