Exhibit 10.9
 UNITED STATES BANKRUPTCY COURT 
SOUTHERN DISTRICT OF NEW YORKXIn re
    ::
    
    
    Chapter 11 Case No.Allegiance Telecom, Inc., et al.,
    :
    
    
    03-13057 (RDD):Debtors.
    :
    
    
    Jointly AdministeredX
 SETTLEMENT AGREEMENT AND MUTUAL RELEASE
 Agreement V&K XO Plaintiff ATLT Davis Defendants Parties
 WHEREAS:
 Debtors Bankruptcy Code Bankruptcy
Court In re Allegiance Telecom, Inc. et al., Chapter 11 Cases
 APA




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Confirmation Order Plan Plan
Effective Date
 Plan Administrator
  ATLT Board 1 ATLT/XO Plan
Stipulation XO Designee
 
 1
    
    Terms used but not defined herein shall have the meanings ascribed to them in the Plan. 2




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Plan Distributions
    The ATLT A Trust Interest Distributions
 XO/V&K Note Claims Initial XO/V&K
Distribution Initial XO/V&K Interest
 3




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Stub Interest
 ATLT Setoff
  The ATLT B Trust Interest Distributions
 April 2007 ATLT Distribution
 XO Motion to Compel
 Motion to Approve B Trust Stipulation
 4




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B Trust Stipulation February 2008 Orders
 Reorganized STFI
 STFI
Appeal STFI Stay Motion Shared Technologies Inc.,
Appellant, v. Allegiance Telecom Liquidating Trust, XO Holdings, Inc. and Merrill Lynch, Pierce,
Fenner & Smith, Appellees,
 Denial of STFI Stay Order XO STFI Stock
  5




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XO and ATLT Litigations
 Administrative Expense Motion
 Objection to Administrative Expense Motion Chapter 11 Litigation
 Trial
 In re Allegiance Telecom, Inc., Corrected Memorandum Decision 2007 Litigation Order
  6




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Accounting Proceeding Accounting Referee
 XO Holdings, Inc. v.
Allegiance Telecom Liquidating Trust and Eugene I. Davis, solely in his capacity as trustee or
Plan Administrator for the Trust, Adversary Proceeding
 Litigations Allegiance Proceedings
 NOW, THEREFORE,
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ARTICLE I
PAYMENTS AND XO STFI STOCK REPURCHASE
 Payment Of ATLT A Trust Interest Distribution A Trust Interest Distribution Payment
 Payment of Remaining Plan Distributions Remaining Trust Distribution Payments ATLT Settlement Distribution Payments provided however
 8




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ATLTs Repurchase of the XO STFI Stock ATLT Repurchase Payment A Trust Electors provided however
 9




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Litigation Settlement Payments
 XO Litigation Settlement
Payment Tax Refunds
 Tax Refund Checks
 Timing of the Settlement Payments ATLT Net Settlement
Payment
 10




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ARTICLE II
RELEASES AND TERMINATION OF LITIGATION
 Stipulations of Discontinuance
 Exhibit
A
  Dismissal of STFI Appeal Exhibit
B
 Mutual Releases
 XO Entities
 11




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ATLT Releasees provided however
 ATLT Entities XO Releasees the
 12




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provided however
   13




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ARTICLE III
REMOVAL OF XO DESIGNEE FROM ATLT BOARD
 Removal of XO Designee from ATLT Board
 ARTICLE IV
APPROVAL
 Approval Order Final Order
 Effective Date
  14




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status quo ante.
 ARTICLE V
MISCELLANEOUS
 No Admission of Liability
 Representations and Warranties
 15




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Construction
 Legal Fees and Costs
 Entire Agreement
 Amendments
 16




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Waiver and Modification
 Jurisdiction
 New York Law
 Successors and Assigns
 Good Faith Performance
 17




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Counterparts and Facsimile Signature
 
 XO HOLDINGS, INC.
      
      ALLEGIANCE TELECOM LIQUIDATING
        TRUSTBy:
      
      /s/
        Simone Wu
      
      By:
      
      /s/Title:  SVP, General Counsel
      
      
      
      Title:  Plan
AdministratorV&K HOLDINGS, INC.By:
      
      /s/
        Simone Wu
      
      EUGENE I. DAVIS, SOLELY
        IN HIS CAPACITY AS TRUSTEE OR PLAN ADMINISTRATOR FOR THE ALLEGIANCE
        TELECOM LIQUIDATING TRUSTTitle:  SVP, General CounselSHARED TECHNOLOGIES,
        INC., JOINS IN THIS AGREEMENT SOLELY TO AGREE TO DISMISS ITS APPEAL, AS
        PROVIDED IN ARTICLE II.B AND FOR PURPOSES OF THE RELEASES PROVIDED FOR
        IN ARTICLE II.C.
      
      /s/ROBERT FISCHER, JOINS IN THIS
        AGREEMENT SOLELY TO AGREE TO THE PROVISIONS OF ARTICLE III.B.By:
      
      /s/
      
      By:
      
      /s/Title:  General Counsel
      
      
      
      Title:MERRILL LYNCH, PIERCE, FENNER
        & SMITH, JOINS IN THIS AGREEMENT SOLELY TO CONSENT TO THE DISMISSAL
        OF THE APPEAL, AS PROVIDED IN ARTICLE II.BBy:
      
      /s/Title:  Counsel


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