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                                                                    EXHIBIT 10.7

                         FORM OF RIGHTS AGENT AGREEMENT

         This Rights Agent Agreement (this "Agreement"), dated as of ________
__, 2003, is by and between XO Communication, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, a New York Corporation
(the "Rights Agent"). Certain capitalized terms used in this Agreement but not
otherwise defined herein have the meanings set forth in the Third Amended Plan
of Reorganization under Chapter 11 of the Bankruptcy Code of XO Communications,
Inc. (the "Company"), dated July 22, 2002 (as confirmed by a Confirmation Order
entered by the Bankruptcy Court for the Southern District of New York on
November 15, 2002, the "Plan").

                                   WITNESSETH:

         WHEREAS, the Rights Agent is currently the Transfer Agent and Registrar
for the Company in respect of its common stock, par value $0.01 per share (the
"New Common Stock");

         WHEREAS, the Company proposes to commence a two stage rights offering
(the "Rights Offering") with three classes of nontransferable rights and one
class of transferable rights to purchase, in the aggregate, up to 43,333,333
shares (the "Rights Shares") of New Common Stock at a price of $5.00 per share
(the "Subscription Price") to (a) in the case of Subscription Rights (as defined
below), to the (i) holders of pre-petition general unsecured claims and
pre-petition senior notes, (ii) holders of pre-petition class A common stock and
(iii) holders of pre-petition subordinated notes, pre-petition preferred stock
and pre-petition class C common stock and (b) in the case of Transferable Rights
(as defined below), if any, to the holders of pre-petition senior secured lender
claims, as of the close of business on November 15, 2002 (the "Record
Date")(collectively, the "Subscription Holders");

         WHEREAS, the Company proposes to distribute class A subscription rights
(each a "Class A Right") to the holders of pre-petition general unsecured claims
and pre-petition senior notes in a BLUE class A rights certificate (the "Class A
Certificate") with the number of guaranteed rights to purchase one share of New
Common Stock ("Firm Subscription Rights") allocated to each class A rights
certificate printed in the upper right hand corner of the front of each BLUE
certificate;

         WHEREAS, the Company proposes to distribute class B subscription rights
(each a "Class B Right") to the holders of pre-petition class A common stock in
a GREEN class B rights certificate (the "Class B Certificate") with the number
of shares of pre-petition common stock giving rise to the rights in question
(the "Underlying Common Rights") printed in the front upper right hand corner of
each GREEN certificate under the number of firm subscription rights.

         WHEREAS, the Company proposes to distribute class C subscription rights
(each a "Class C Right", and together with the Class A Rights and Class B
Rights, the "Subscription Rights") to the holders of pre-petition subordinated
notes, pre-petition preferred stock and pre-petition class C common stock in a
RED class C rights certificate (the "Class C Certificate" and together with the
Class A Certificate and the Class B Certificate the "Subscription Certificates")


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with the number "--1--" printed in the upper right hand corner of the front of
each RED certificate, which represents only the right to exercise
oversubscription rights;

         WHEREAS, the Company proposes to distribute transferable rights (the
"Transferable Rights", together with the Subscription Rights, the "Rights") in
transferable rights certificates (the "Transferable Certificates, and together
with the Subscription Certificates, the "Certificates") to purchase any Rights
Shares not purchased in the Rights Offering to its senior secured lenders at an
exercise price of $5.00 per share;

         WHEREAS, the Transferable Rights will expire on the first day of
business after the 29th day after the Transferable Certificates are issued (the
"Transferable Rights Expiration Date");

         WHEREAS, the Rights Offering will expire on the first day of business
after the 29th day after the Transferable Rights Certificates are issued (the
"Subscription Rights Expiration Date");

         WHEREAS, the Company has filed a registration statement relating to the
Rights and the Rights Shares with the Securities and Exchange Commission under
the Securities Act of 1933 (the "Act") on July 22, 2003 (in the form in which it
first becomes effective under the Act and as it may thereafter be amended, the
"Registration Statement"), which Registration Statement will include a final
prospectus containing the terms of the Rights Offering (the "Final Prospectus");

         WHEREAS, the Company desires the Right Agent to perform certain acts on
behalf of the Company and the Right Agent desires to so act, in connection with
distribution of the Subscription Certificates, transfers, if any, of the same
and recordation of such transfers, the issuance and exercise of the Rights to
subscribe therein set forth, and the coordination with MacKenzie Partners, Inc.
(the "Information Agent") in order to fully inform the ultimate beneficial
Subscription Holders of the Rights Offering, all upon the terms and subject to
the conditions set forth herein;

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereby agree as follows:

         Section 1.     Appointment of Rights Agent. The Company hereby appoints
and authorizes the Rights Agent to act on its behalf in accordance with the
provisions hereof, and the Rights Agent hereby accepts such appointment and
agrees to so act. In connection with the foregoing appointment as Rights Agent,
the Company hereby also appoints the Rights Agent as Transfer Agent and as
Registrar of the Company for the Certificates and the New Common Stock to be
issued pursuant to the Rights, to act as provided herein and as is otherwise
customary in such capacities. The Rights Agent acknowledges that the Information
Agent will assist the Rights Agent in connection with certain aspects of the
Rights Offering as described in the Final Prospectus.

                  (b)      Certificates. (a) The Rights Agent shall, from a list
         of the Company's Subscription Holders on the Record Date (which list
         shall either be prepared by the Rights Agent in its capacity as
         Transfer Agent and Registrar for the Common Stock or


                                       2
<PAGE>

         from a list provided by the Company), prepare and record Subscription
         Certificates in the names of the Subscription Holders of the Company as
         of the Record Date, setting forth the number of Subscription Rights to
         subscribe to Common Stock calculated in accordance with the Final
         Prospectus: provided, however, that the number of (i) Firm Subscription
         Rights, in the case of holders of class A rights or (ii) Underlying
         Common Rights, in the case of holders of class B rights, will be
         rounded down to the nearest whole number and no fractional Firm
         Subscription Rights will be issued. All questions as to the validity
         and eligibility of any rounding shall be determined by the Company in
         its sole discretion, and its determination shall be final and
         binding.The Rights Agent shall, from a list provided to the Rights
         Agent by the Company, prepare and record Transferable Certificates, if
         any, in the names of the holders of senior secured indebtedness of the
         Company as of the Record Date (the "Transferable Holders"), setting
         forth the pro rata share of Transferable Rights for each holder:
         provided, however, that the number of Firm Subscription Rights in each
         Transferable Certificate, will be rounded down to the nearest whole
         number and no fractional Firm Subscription Rights will be issued. All
         questions as to the validity and eligibility of any rounding shall be
         determined by the Company in its sole discretion, and its determination
         shall be final and binding.

                  (c)      Reference is made to the Final Prospectus for a
         complete description of the Rights.

                  (d)      The Certificates shall be executed on behalf of the
         Company by its President or Chief Financial Officer and by its
         Secretary or Assistant Secretary by facsimile signature. Upon written
         notice from the Company executed by its Chairman, President, Chief
         Financial Officer, any Vice President, Secretary or Assistant Secretary
         as to the effective date of the Registration Statement, the Rights
         Agent shall as promptly as practicable deliver the Certificates,
         together with a copy of the Prospectus, Instructions for Completing
         Subscription Certificates and all other ancillary documents relating to
         the Rights Offering, to all eligible participants as of the Record
         Date. The forms of Subscription Certificates, Instructions for
         Completing Subscription Certificates and Oversubscription Election Form
         are attached hereto as Exhibits A-1, A-2 and A-3, B and C,
         respectively. Forms of certificates for Transferable Rights and
         instructions therefore are attached hereto as Exhibits D and E
         respectively. If an officer whose signature has been placed upon a
         Certificate shall cease to hold such office at any time thereafter,
         such event shall have no effect on the validity of such Certificate.

                  (e)      The Rights Agent shall keep or cause to be kept, at
         its principal offices in New York, New York, books for registration of
         the Rights hereunder. Such books shall show the names and addresses of
         the respective holders of the Rights and the number of Rights evidenced
         by each outstanding Certificate.

                  Section 2. Division of Certificates; Lost, Stolen, Mutilated
         or Destroyed Certificates.

                  (a)      A bank, trust company, securities dealer or broker
         who receives Subscription Rights for more than one beneficial owner may
         not exchange its

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<PAGE>

         Subscription Certificate to obtain Subscription Certificates for the
         number of Rights which each such beneficial owner would have been
         entitled to receive had each been the holder of record of such shares
         on the Record Date. A bank, trust company, securities dealer or broker
         who receives Subscription Rights must exercise its Subscription
         Certificates on behalf of its beneficial holders.

                  (b)      A bank, trust company, securities dealer or broker
         holding Transferable Rights for more than one beneficial owner may, by
         submitting a written request by 5:00 p.m., New York City time five
         business days prior to the Transferable Rights Expiration Date,
         exchange its Transferable Certificate to obtain Transferable
         Certificates for the number of Transferable Rights which each such
         beneficial owner would have been entitled to receive had each been the
         holder of record of such Transferable Rights upon their initial
         issuance; provided, however, each such beneficial owner's Transferable
         Rights will be rounded down to the nearest whole number and no
         fractional Transferable Rights or cash in lieu thereof will be
         distributed or paid.

                  (c)      Upon receipt by the Company and the Rights Agent of
         evidence reasonably satisfactory to them of the loss, theft,
         mutilation, or destruction or a Certificate, and in the case of loss,
         theft or destruction, of indemnity and/or security satisfactory to
         them, in their sole discretion, and reimbursement to the Company and
         the Rights Agent of all reasonable expenses incidental thereto, and
         upon surrender and cancellation of the Certificate, if mutilated, the
         Rights Agent will make and deliver a new Certificate of like tenor to
         the registered Rights holder in lieu of the Certificate so lost,
         stolen, mutilated or destroyed. If required by the Company or the
         Rights Agent, an indemnity bond must be sufficient in the judgment of
         each party to protect the Company, the Rights Agent or any agent
         thereof from any loss which any of them may suffer in a lost, stolen,
         mutilated or destroyed Certificate is replaced.

         Section 3. Transfers. At any time after the issuance of Transferable
Rights until 5:00 p.m. on the Transferable Rights Expiration Date, the Rights
Agent shall:

                  (a)      Effect transfers, divisions and combinations of
         Transferable Certificates at the request of the holders thereof, in the
         manner and subject to the terms and conditions set forth in the form of
         Transferable Certificate and the Final Prospectus.

                  (b)      Issue new Transferable Certificates under the
         circumstances, in the manner and subject to the terms and conditions
         set forth in the form of Transferable Certificate and in the Final
         Prospectus, and deliver a copy of the Final Prospectus to each assignee
         or transferee of Transferable Certificates upon the transfer thereof.

                Section 4. Exercise of Rights.

                  (a)      Holders of Rights holders may exercise their Rights
         by properly completing and signing the subscription form on their
         Certificate or, if applicable, Oversubscription Election form and
         mailing or delivering the Subscription Certificate or, if applicable,
         Oversubscription Election Form to Rights Agent at its corporate office
         specified in the Prospectus, together with payment of the aggregate
         Subscription Price in


                                        4
<PAGE>
         full, as set forth in Section 7 hereof. A Right will not be deemed
         exercised until the Rights Agent receives both payment of the
         Subscription Price and a duly executed Certificate or, if applicable,
         Oversubscription Election Form. Once a Rights holder has exercised a
         Right, such exercise may not be revoked.

                  (b)      A Rights holder may exercise Rights in whole or in
         part, but no Rights may be exercised for fractional shares. If an
         exercising Rights holder does not indicate the number of Rights being
         exercised, or does not forward full payment of the aggregate
         Subscription Price for the number of Rights that the Rights holder
         indicates are being exercised, then the Rights holder will be deemed to
         have exercised the Rights with respect to the maximum number of Rights
         that may be exercised for the aggregate Subscription Price payment
         delivered by the Rights holder. Any amount remaining after application
         of the foregoing procedures shall be returned to the Rights holder by
         mail, without interest or deduction, as soon as practicable after (i)
         in the case of the Subscription Rights, the Subscription Rights
         Expiration Date or (ii) in the case of the Transferable Rights, the
         Transferable Rights Expiration Date (the applicable expiration date and
         time being referred to generally herein as "Expiration Time") and after
         all prorations and adjustments have been effected.

                  Section  5. Expiration Time, Guaranteed Delivery.

                  (a)      Rights may be exercised at any time after the date of
         issuance of the Certificates with respect thereto but no later than
         5:00 p.m., New York City time on the Expiration Time, after which all
         unexercised Rights will be null and void. The Rights Agent shall not
         honor any purported exercise of Rights received by the Rights Agent
         after the Expiration Time, regardless of when the documents relating to
         such exercise were transmitted.

                  (b)      The Rights Agent shall not accept guaranteed delivery
         for any exercise in the Rights Offering.

                  Section  6. Payment; Escrow Account.

                  (a)      Payment of the Subscription Price for all subscribed
         for Rights Shares shall be payable in United States dollars (i) by
         check, certified check or bank draft drawn upon a United States bank or
         postal, telegraphic or express money order payable to the order of
         American Stock Transfer & Trust Company, as Rights Agent, or (ii) by
         wire transfer of funds to the account of the Rights Agent, as agent for
         the Company maintained for such purpose as set forth in the Prospectus.
         The Subscription Price will be considered to have been paid only upon
         (x) clearance of any uncertified check, (y) receipt by the Rights Agent
         of any certified check or bank draft drawn upon a United States bank or
         any postal, telegraphic or express money order or (z) receipt of
         collected funds in the Rights Agent's account designated above, in
         payment of the Subscription Price.

                  (b)      All funds received by the Rights Agent from the
         exercise of the Rights will be held by the Rights Agent, on behalf of
         the Company, in a segregated, non-interest bearing account pending
         disbursement in the manner described in subsection (c) below.


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<PAGE>

                  (c)      The Rights Agent shall deliver to the Company all
         proceeds received in respect of the exercise of Rights as promptly as
         practicable following the receipt of such proceeds, but in no event
         later than fifteen (15) business days after the later of (i) the
         Subscription Rights Expiration Date or (ii) the Transferable Rights
         Expiration Date. Proceeds to be returned to oversubscribing Rights
         holders shall returned as soon as commercially practicable after the
         Expiration Date.

                  Section 7. No Rights of Stockholders. No Certificate shall
entitled a Rights holder to vote or receive dividends or be deemed the holder of
Rights Shares for any purpose, nor shall anything contained in any Certificate
be construed to confer upon any Rights holder any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any action by
the Company (whether upon any recapitalization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings of other action affecting stockholders, or receive dividends or
otherwise, until the Rights evidenced thereby shall have been exercised and the
Rights Shares purchasable upon the exercise thereof shall have become
deliverable as provided in this Agreement and in the Prospectus.

                  Section 8. Delivery of Certificates. The Rights Agent, in its
capacity as transfer agent for the New Common Stock, shall issue and deliver
certificates representing Rights Shares purchased pursuant to exercise of the
Rights to subscribers as soon as practicable after all prorations have been
effected and after the later of (a) the Subscription Rights Expiration Date and
(b) the Transferable Rights Expiration Date. The Rights Agent shall promptly
notify the Company as to the date of delivery of such certificates. Such
certificates for New Common Stock purchased pursuant to the exercise of Rights
shall be registered in the names of, and delivered to, the Rights holders
exercising such Rights.

                  Section 9. Foreign and Certain Other Stockholders. Rights may
not be exercised by any person, and neither the Prospectus nor any Certificate
shall constitute an offer to sell or a solicitation of an offer to purchase any
shares of Common Stock, in any jurisdiction in which such transactions would be
unlawful. The Rights Agent shall reject any subscription pursuant to the
exercise of Rights by Rights holders outside the United States, if in the
opinion of the Company, the Company may not lawfully issue shares to such Rights
holders. The Rights Agent shall not deliver Certificates to holders of Common
Stock whose addresses are outside the United States, however, the Rights Agent
shall deliver Prospectuses and the other ancillary documents to such holders,
together with a letter in the form attached hereto as Exhibit D. The Rights
Agent shall hold such Certificates for the account of such holders and upon
notice from such holders shall exercise the Rights on their behalf. To so
exercise such Rights, such stockholders must notify the Rights Agent and deliver
the Subscription Price to the Rights Agent not later than the Expiration Time.
If no instructions and payment have been received by the Rights Agent prior to
the Expiration Time, the Rights will expire unexercised and be null and void.

                  Section 10. Reports. The Rights Agent shall notify both the
Company and its designated representatives by telephone on a daily basis during
the period commencing with the mailing of Certificates and ending at the
Expiration Time, which notice shall thereafter be confirmed in writing, of (a)
the number of Rights exercised on each day, (b) the


                                         6
<PAGE>

number of Rights Shares subscribed for pursuant to the Rights and the number of
such Rights for which payment has been received, (c) the number of Rights for
which defective exercises have been received on such day and (d) cumulative
totals derived from the information set forth in clauses (a) through (c) above.
At or before 5:00 p.m. on the seventh business day following the Expiration
Time, the Rights Agent shall certify in writing to the Company the cumulative
totals through the Expiration Time derived from the information set forth in
clauses (a) through (c) above. The Rights Agent shall also maintain and update a
listing of holders who have fully or partially exercised their Rights and
holders who have not exercised their Rights. The Rights Agent shall provide the
Company or its designated representatives with the information compiled pursuant
to this Section 12 as any of them shall request. The Rights Agent hereby
represents and warrants that the information contained in each notification
referred to in this Section 12 shall be accurate in all material respects.

                  Section 11. Future Instructions and Interpretation.

                  (a)      All questions as to the timeliness, validity, form
         and eligibility of any exercise or Rights will be determined by the
         Company whose determinations shall be final and binding. The Company,
         in its sole discretion, may waive any defect or irregularity, permit a
         defect or irregularity to be corrected within such time as it may
         determine or reject the purported exercise of any Right. Subscriptions
         will not be deemed to have been received or accepted until all
         irregularities have been waived or cured within such time as the
         Company determines in its sole discretion. Neither the Company nor the
         Rights Agent shall be under any duty to give notification of any defect
         or irregularity in connection with the submission of Certificates or
         incur any liability for failure to give such notification.

                  (b)      The Rights Agent is hereby authorized and directed to
         accept instructions with respect to the performance of its duties
         hereunder from any authorized officer of the Company, and to apply to
         any such officer for advice or instructions in connection with its
         duties, and shall be indemnified and not be liable for any action taken
         or suffered by it in good faith in accordance with instructions of any
         such officer.

                  Section 12. Payment of Taxes. The Company covenants and
agrees that it will pay when due and payable all documentary, stamp and other
taxes, if any, which may be payable in respect of the issuance or delivery of
any Certificate or of the Rights Shares upon exercise of Rights; provided,
however, that the Company shall not be liable for any tax liability arising out
of any transaction which results in, or is deemed to be, an exchange of Rights
or shares or a constructive dividend with respect to the Rights or shares.

                  Section 13. Cancellation and Destruction of Subscription
Certificates. All Certificates surrendered for any reason shall be canceled by
the Rights Agent, and no Certificate shall be issued in lieu thereof except as
expressly permitted by the provisions of this Agreement. The Rights Agent shall
maintain such cancelled Certificates as required by applicable regulations and
law.

                  Section 14. Rights Agent Compensation The Company agrees that
it will pay to the Rights Agent compensation for its services as such in
accordance with the fee


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schedule attached hereto as Schedule I to act as Rights Agent, a copy of which
the Company acknowledges having received. The Company further agrees that it
will reimburse the Rights Agent for its necessary and reasonable expenses
incurred in the performance of its duties as such, including without limitation,
postage, stationery and supplies, and counsel fees.

                  Sectio  15. Confidential Information. The Rights Agent
acknowledges the confidential and proprietary nature of the Company's
shareholder records and information related thereto which it may receive
pursuant to the exercise of its duties under this Agreement. The Rights Agent
agrees that is shall maintain the confidentiality thereof and, except as
necessary to fulfill any duty under this Agreement, shall not disclose the
contents or nature thereof without the express prior written authorization of a
Company Vice President or Chief Financial Officer.

                  Section 16. Indemnification. The Company will indemnify,
protect and hold harmless the Rights Agent from any and all liability, cost or
expense resulting from its acting as Rights Agent pursuant to this Agreement,
including, without limitation, any act, omission, delay or refusal, made by it
in reliance upon any signature, endorsement, assignment, certificate, order,
request, notice, instructions or other instrument or document believed by it in
good faith to be valid, genuine and sufficient, and in accepting any
subscription or in effecting any transfer of Rights believed by it in good faith
to have been duly authorized, in delaying or refusing in good faith to accept
any subscription or effect any transfer of Rights. The Rights Agent shall, in
issuing and registering New Common Stock as Transfer Rights Agent and Registrar
pursuant to duly exercised Rights, be liable for and shall indemnify and hold
the Company harmless from any and all liability, cost or expense as a result of
or. arising our of its own negligence or bad faith or that of its agents,
servants or employees. The indemnity hereunder shall survive termination of this
Agreement.

                  Section 17. Covenants of the Company

                  (a)      The Company covenants that all shares of New Common
         Stock issued upon exercise of Rights set forth in the Certificates will
         be validly issued, fully paid, nonassessable and free of preemptive
         rights.

                  (b)      Upon written notice to the Rights Agent that the
         Commission shall have issued or threatened to issue any order
         preventing or suspending the use of the Prospectus, or if for any
         reason it shall be necessary to amend or supplement the Prospectus in
         order to comply with the Securities Act, the Rights Agent shall cease
         acting hereunder until receipt of written instructions from the Company
         and such assurances as it may reasonable request that it may comply
         with such instructions without violations of the Securities Act.

                  Section 18. Successor Rights Agent.

                  (a)      Any corporation into which the Rights Agent may be
         merged or converted or with which it may be consolidated, or any
         corporation resulting from any merger, conversion or consolidation to
         which the Rights Agent shall be a party, or any corporation succeeding
         to the corporate trust business of the Rights Agent, shall be the


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         successor to the Rights Agent hereunder without the execution or filing
         of any of the parties hereto, provided that such corporation would be
         eligible for appointment as a successor Rights Agent. In the event
         that, at the time such successor to the Rights Agent shall proceed to
         the agency created by this Agreement, any of the Certificates shall
         have been countersigned but not delivered, any such successor to the
         Rights Agent may adopt the countersignature of the original Rights
         Agent and deliver such Certificates so countersigned. In the event at
         such time any of the Certificates shall not have been countersigned,
         any successor to the Rights Agent may countersign such Certificates
         either in the name of the predecessor Rights Agent or in the name of
         the Successor Rights Agent, and in all such events such Certificates
         shall have the full force provided in the Certificates and in this
         Agreement.

                  (b)      In the event at any time the name of the Rights Agent
         shall be changed and at such time any of the Certificates shall have
         been countersigned but not delivered, the Rights Agent may adopt the
         countersignature under its prior name and deliver Certificates so
         countersigned. In the event at such time any of the Certificates shall
         not have been countersigned, the Rights Agent may countersign such
         Certificates either in its prior name or in its changed name, and in
         all such events such Certificates shall have the full force provided in
         the Certificates and in this Agreement.

                  Section 19. Conditions to Rights Agent's Obligations. The
Rights Agent undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions:

                  (a)      The Rights Agent may consult with legal counsel (who
         may be, but is not required to be, legal counsel for the Company), and
         the opinion of such counsel shall be full and complete authorization
         and protection to the Rights Agent as to any action taken or omitted by
         it in good faith and in accordance with such opinion.

                  (b)      Whenever in the performance of its duties under this
         Agreement the Rights Agent shall deem it necessary or desirable that
         any fact or matter be proved or established by the Company, prior to
         taking or suffering any action hereunder, such fact or matter (unless
         other evidence in respect thereof is herein specifically prescribed)
         may be deemed to be conclusively proved and established by a
         certificate signed by the Chairman of the Board, President or a Vice
         President and by the Secretary or Assistant Secretary of Treasurer or
         Assistant Treasurer of the Company and delivered to the Rights Agent,
         and such certificate shall be full authorization to the Rights Agent
         for any action taken or suffered in good faith by it under the
         provisions of this Agreement in reliance upon such certificate.

                  (c)      The Rights Agent shall be liable hereunder only for
         its own gross negligence or willful misconduct.

                  (d)      Nothing herein shall preclude the Rights Agent from
         acting in any other capacity for the Company or for any other legal
         entity.


                                        9
<PAGE>
                  (e)      The Rights Agent shall not be liable for or by reason
         of any of the statements of fact or recitals contained in this
         Agreement or in the Certificates or be required to verify the same, but
         all such statements and recitals are and shall be deemed to have been
         made by the Company only.

                  (f)      The Rights Agent shall not be under any
         responsibility in respect of the validity of this Agreement or the
         execution and delivery hereof (except the due execution hereof by the
         Rights Agent) or in respect of the validity or execution of any
         Certificate; nor shall it be responsible for any breach by the Company
         of any covenant or condition contained in this Agreement or in any
         Certificate; nor shall it by any act hereunder be deemed to make any
         representation or warranty as to the authorization or reservation of
         any New Common Stock or other securities to be issued pursuant to this
         Agreement or any Subscription Certificate or as to whether any Rights
         Shares, or any shares or similar units of other securities, will, when
         issued, be validly authorized and issued, fully paid, and
         nonassessable.

                  (g)      The Company agrees that it will perform, execute,
         acknowledge and deliver, or cause to be performed, executed,
         acknowledged and delivered, all such further and other acts,
         instruments and assurances as may reasonably be required by the Rights
         Agent for the carrying out or performing by the Rights Agent of the
         provisions of this Agreement.

                  (h)      No provision of this Agreement shall require the
         Rights Agent to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its duties hereunder
         or in the exercise of its rights if there shall be reasonable grounds
         for believing that repayment of such funds or adequate indemnification
         against such risk or liability is not reasonably assured to it.

                  (i)      The Rights Agent may resign and be discharged from
         its duties under this Agreement upon 45 days' notice in writing mailed
         to the Company by registered or certified mail.

                  Section 20. Supplements and Amendments. The Rights Agent may,
without the consent or concurrence of the holder in whose names Certificates are
registered, by supplemental agreement or otherwise, concur with the Company in
making any changes or corrections in this Agreement or in a Certificate that is
appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or clerical omission or mistake or manifest error therein or herein
contained, and which shall not be inconsistent with the provisions of the
Certificate except insofar as any such change may confer additional rights upon
the Rights holders.

                  Section 21. Tax Matters.

                  (a)      The Rights Agent shall comply with the information
         reporting and backup withholding requirements of the Internal Revenue
         Code of 1986, as amended, (the "Code"), including, without limitation,
         where appropriate, on a timely basis, filing with the Internal Revenue
         Service and furnishing to Rights holders fully completed Firms


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<PAGE>

         1099B and 1099DIV. The Rights Agent shall also collect and duly
         preserve Forms W-8 and W-9 and other forms or information necessary to
         comply with the backup withholding requirements of the Code.

                  (b)      The Rights Agent shall withhold from payments made to
         Rights holders amounts sufficient to comply with the backup withholding
         requirements of the Code.

                  Section 22. Notices. All notices and other communications
         provided for or permitted hereunder shall be made by hand delivery,
         prepaid first class mail or telecopier:

                  (a)      If to the Company, to:

                           XO Communications, Inc.
                           11111 Sunset Hills Road
                           Reston, Virginia 20190
                           Attn: Legal Department

                  (b)      If to the Rights Agent, to:

                           American Stock Transfer & Trust Company
                           59 Maiden Lane
                           New York, New York 10038
                           Attn: Geraldine Zarbo

                  (c)      If to a Rights holder, to the address shown on the
         Depository Trust Company lists or registry books of the Company.

         All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; two business days after
being deposited in the mail, postage prepaid, if mailed as aforesaid; when
receipt is acknowledged, if telecopied.

                  Section 23. Assignment.

                  (a)      Except as provided in subsection (c) below, neither
         this Agreement nor any rights or obligations hereunder may be assigned
         by either party without the written consent of the other party.

                  (b)      This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective permitted
         successors and assigns.


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<PAGE>

                  Section 24. Benefits of This Agreement. Nothing in this
Agreement shall be construed to give any person or corporation other than the
Company, the Rights Agent and the holders of the Certificates any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
holders of the Certificates.

                  Section 25. Amendments. This Agreement may be amended,
supplemented or otherwise modified only by a written instrument executed and
delivered by each of the Company and the Rights Agent.

                  Section 26. Governing Law. This Agreement will be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York.

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<PAGE>

                  Section 27. Counterparts. This Agreement may be executed by
the parties hereto on separate counterparts, which counterparts taken together
will be deemed to constitute one and the same instrument.

                                          XO COMMUNICATIONS, INC.



                                          By:
                                             ---------------------------------
                                          Name:
                                          Title:

                                          AMERICAN STOCK TRANSFER & TRUST
                                          COMPANY



                                          By:
                                             ---------------------------------
                                          Name:
                                          Title:



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