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VOID AFTER NOVEMBER ______, 2003	 	 
	NUMBER	 	 	 	 
	RC-	 	
THIS CERTIFICATE AND THE
RIGHTS REPRESENTED BY IT
ARE HELD SUBJECT TO THE
TERMS AND CONDITIONS
HEREIN DESCRIBED. ANY
SALE, ASSIGNMENT, PLEDGE
OR TRANSFER OF THESE
RIGHTS IS STRICTLY
PROHIBITED.
	 	OVERSUBSCRIPTION RIGHTS

—1—




XO COMMUNICATIONS, INC.




NON-TRANSFERABLE CLASS C SUBSCRIPTION RIGHTS CERTIFICATE



This non-transferable class A rights certificate (the “Subscription Rights
Certificate”) certifies that FOR VALUE RECEIVED



     (the “Registered Holder”) is the owner of non-transferable subscription
rights (the “Subscription Rights”) with over-subscription rights. Upon
presentation of this Subscription Rights Certificate with the form of election
on the reverse side hereof properly completed and duty executed and accompanied
by payment in full of the Purchase Price in U.S. dollars for the number of
shares of New Common Stock subscribed by check, bank check, money order or wire
transfer, the Registered Holder is entitled to purchase from XO Communications,
Inc., a Delaware corporation (the “Company”), at any time on or before November
     , 2003 (the “Subscription Rights Expiration Date”), at the office of American
Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY
10038, or its successors, as Rights Agent (the “Rights Agent”), for a purchase
price of $5.00 (the “Purchase Price”) pursuant to the exercise of
oversubscription rights, a number of fully paid and non-assessable shares of
the Company’s common stock par value $.01 per share (the “New Common Stock”),
subject to availability and allocation as described in the Prospectus, dated
October     , 2003, related to these securities (the “Prospectus”). Capitalized
terms used herein without definition are used as defined in the Prospectus.



     The Company is offering 40,000,000 shares of New Common Stock (the “Rights
Shares”) at $5.00 per share for an aggregate of $200 million through the rights
offering; provided, that the Company may offer up to an additional 3,333,333
shares to holders pre-petition Class A Common Stock Interests for up to an
aggregate of $16,666,666 in certain events. A Registered Holder may exercise
over-subscription rights for any or all of the available Rights Shares, subject
to the priority and allocation rules described below through the Subscription
Rights Expiration Date. Each Registered Holder may specify on the back of this
Subscription Rights Certificate the total number of Rights Shares it wishes to
purchase (up to the full amount of the offering), subject to allocation and pro
ration as follows:



First: to the holders of pre-petition General Unsecured Claims and pre-petition
Senior Note Claims, pro rata based on the ratio of the amount of each such
exercising holder’s claim to the aggregate amount of all claims in such
classes;



Second: one-third of any remaining Subscription Rights to each of the following
groups of holders: (i) holders of pre-petition Subordinated Note Claims, (ii)
holders of pre-petition Preferred Stock Interests, and (iii) holders of
pre-petition Class A Common Stock Interests, allocated in each case pro rata
based on the ratio of the amount of each such exercising holder’s claim,
liquidation preference (in the case of pre-petition Preferred Stock Interests)
or number of shares (in the case of the pre-petition Class A Common Stock) to
the aggregate amount of all claims, liquidation preference or number of shares,
as applicable, of such holder’s class; provided that, pursuant to the
Shareholder Stipulation, if, but only to the extent, that the holders of
pre-petition Class A Common Stock Interests receive Subscription Rights with an
aggregate exercise price of less than $16,666,666, additional Subscription
Rights will be issued and allocated to such holders; provided, further, that
any Subscription Rights remaining after such allocation shall subsequently be
reallocated solely among holders of pre-petition Class A Common Stock
Interests, based on the ratio of the amount of each such exercising holder’s
funded but unfilled subscription request to the aggregate funded but unfilled
subscription requests of all holders of pre-petition Class A Common Stock
Interests; provided, further, that any such additional but unexercised
Subscription Rights shall not be allocated beyond this Second allocation tier
and shall be deemed cancelled as of the Subscription Rights Expiration Date;



Third: any remaining Subscription Rights, to the holders of pre-petition
General Unsecured Claims and pre-petition Senior Note Claims, pro rata based on
the ratio of the amount of each such exercising holder’s funded but unfilled
subscription request to the aggregate funded but unfilled subscription requests
of all holders of such classes; and



Fourth: any remaining Subscription Rights, to the holders of pre-petition
Subordinated Note Claims, pre-petition Preferred Stock Interests and
pre-petition Class A Common Stock Interests and Class B Common Stock Interests,
pro rata based on the ratio of the amount of each such exercising holder’s
funded but unfilled subscription request to the aggregate funded but unfilled
subscription requests of all holders of such classes.



     The payment for over-subscription rights will be held in a special bank
account by the Rights Agent. If insufficient Rights Shares are available to
fill a Registered Holder’s over-subscription right request, the Rights Agent
will promptly refund any funds for which Rights Shares are unavailable. THE
FUNDS RETURNED TO REGISTERED HOLDERS AS A RESULT OF INSUFFICIENT RIGHTS SHARES
TO FILL OVER-SUBSCRIPTION PRIVILEGE REQUESTS WILL NOT BEAR INTEREST. The
Rights Agent will issue certificates representing Rights Shares to subscribers
as described in the Prospectus as soon as commercially practicable after the
conclusion of the offering, which may include the offering of share pursuant to
separate, transferable rights in a subsequent phase of the offering. The
Company will not issue fractional Rights Shares.



     This Subscription Rights Certificate, and the Subscription Rights
represented hereby are indivisible, non-transferable and non-assignable. Prior
to the exercise of any Subscription Rights represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company by
virtue of such holder’s ownership of any Subscription Rights, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company or to receive any notice.



     This Subscription Rights Certificate shall not be valid or obligatory
until it has be countersigned by the Rights Agent.



     IN WITNESS WHEREOF, the Company has caused this Subscription Rights
Certificate to be signed by its duly authorized officers and its corporate seal
to be imprinted hereon.




	 	 	 	 	 	 	 
	Dated:	 	 	 	XO COMMUNICATIONS, INC.
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
	 	 	 	CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR




	 	 	 
	 	 	
Countersigned and Registered:
	 	 	
AMERICAN STOCK TRANSFER & TRUST COMPANY
	 	 	
as Rights Agent
	 	 	 
	 	 	
By:
	 	 	
AUTHORIZED SIGNATURE



 







 



XO COMMUNICATIONS, INC.




FORM OF ELECTION TO EXERCISE SUBSCRIPTION RIGHTS

(to be executed if holder desires to exercise the Rights)

Please Print All Information Clearly And Legibly.



     The undersigned irrevocably hereby elects to exercise Subscription Rights
represented by this Subscription Rights Certificate and irrevocably subscribes
to purchase the number of Rights Shares set forth below upon the terms and
subject to the conditions set forth on the face of this Subscription Rights
Certificate and in the Prospectus:




	 	 	 	 	 
	Total Number of Shares requested:	 	
 
	 	Rights Shares*
	 	 	

	 	 
	 	 	 	 	 
	Purchase Price:	 	
$5.00 per share	 	 
	 	 	 	 	 
	Total Subscription Price:	 	
$	 	 
	 	 	

	 	 
	 	 	
(amount enclosed)	 	 






	*	 	Any number of shares, up to a maximum of 40,000,000 shares, may be
requested, as long as the subscription price is paid in full, but requests
will be subject to the allocation and pro ration rules described thereon
and in the Prospectus.



     The form of election must be accompanied by check, bank check, money order
or wire transfer in U.S. dollars for the number of Rights Shares requested
multiplied by the $5.00 purchase price per share.



Method of Payment (check one):





	o	 	Check, Bank Draft, Cashier’s Check or Money Order Payable to American Stock
Transfer & Company as Right Agent — XO Communications, Inc.
	 
	o	 	Wire Transfer directly to a bank account maintained by American Stock Transfer
& Trust Company as Rights Agent — XO Communications, Inc. at Chase Manhattan
Bank, ABA Routing #021-000-021, for Credit to Account #323053785, Further
credit: XO Communications Rights Offering.



     The undersigned understands that he is not assured of receiving any Rights
Shares and that he will receive Rights Shares requested above only in
accordance only with the allocation and pro ration rules set forth on the face
of this Certificate and in the Prospectus. The undersigned also understands
that any portion of the purchase price remitted herewith in respect of shares
requested but not allocated to him for purchase will be returned to him without
interest in due course.



     The undersigned acknowledges that all Rights Shares will be issued in the
name of the Registered Holder and will be sent to the Registered Holder’s
address of record with the Rights Agent. By completing this Election to
Exercise Subscription Rights, the undersigned hereby certifies that he has
received and had an opportunity to read the Prospectus.




	 	 	 
	
	 	


	Registered Holder Name	 	
Social Security Number/TIN
	 	 	 
	 

	 	 
	 	 	 
	 	 	 
	
	 	


	 	 	
Signature(s)
	 	 	 
	 	 	 
	
	 	


	Registered Holder Mailing Address	 	
Signature(s)
	 	 	 
	Dated: _____, 2003	 	 



The signature(s) must correspond in every particular, without alteration, with
the name(s) as printed on the reverse of this Subscription Rights Certificate.