FORM OF RIGHTS CERTIFICATE



 









VOID AFTER [ ], 200_




	 	 	
	 	 	Exhibit 10.6
	SR-_____Number	 	__________Basic Subscription Privileges




XO COMMUNICATIONS, INC.

NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE




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



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




[NAME OF REGISTERED HOLDER]



(the “Registered Holder”) is the owner of non-transferable subscription rights
(the “Subscription Rights”) with the number of basic subscription privileges as
set forth above, if any, and over-subscription privileges related thereto. The
Subscription Rights available to the Registered Holder hereunder entitles the
Registered Holder to purchase from XO Communications, Inc., a Delaware
corporation (the “Company”), at any time on or before [ ], 200     (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”), one (1) fully paid and
non-assessable share of the Company’s common stock par value $.01 per share
(the “New Common Stock”), at a purchase price of $5.00 (the “Purchase Price”)
for each one (1) basic subscription privilege as set forth above, if any, and
each one (1) over-subscription privilege, availability and allocation of which
to be determined after the Subscription Rights Expiration Date as
described in the prospectus dated
                    
related to these securities (the
“Prospectus”), upon presentation of this Subscription Rights Certificate with the
form of election on the reverse side hereof properly completed and duty
executed, 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 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 for up to an aggregate of $16,666,666 in certain events. A Registered
Holder may subscribe for any or all of the available Rights Shares, subject to
the priority and allocation rules described below through the Subscription
Rights Expiration Date. Any term not defined herein shall have the meaning as
set forth in the Prospectus.



     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 of pre-petition Class A
Common Stock Interests on such basis; provided, further, that any remaining
Subscription Rights from such initial allocation to the holders of pre-petition
Class A Common Stock Interests shall subsequently be reallocated to the 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 (Class 9) 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 basic and over-subscription privileges 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 privilege 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 New Common Stock certificates
to subscribers as described in the Prospectus promptly following
the Subscription Rights Expiration Date. The Company will issue no fractional
shares of New Common Stock.



     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 [                  ], 2003	 	XO COMMUNICATIONS, INC.	 	 	 	 
	 
	Countersigned and Registered:	 	 	 	 	 	 	 	 
	AMERICAN STOCK TRANSFER & TRUST COMPANY	 	
By:
	 	 
	 	By:
	 	 
	     as Rights Agent	 	 	 	 	 	 	 	 
	 
	 	 	 	Name:	Wayne M. Rehberger
	 	 	Name:	Carl J. Grivner
	By:	 	 	Title:	Senior Vice President,
Chief Financial Officer
	 	 	Title:	Chief Executive Officer,
President and Director
	 	 	 	 	
	 	 	 	
	Authorized Officer	 	 	 	 	 	 	 	 



 







 



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 in excess of the
amount, if any, of the Basic Subscription Privilege set forth on the
face of this certificate 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 in excess of the number of Basic Subscription
Privileges, if any, set forth on the face of this Certificate, and
that he will receive any additional 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
	 
	
	 	


	 	 	
Signature(s)
	 
	
	 	


	 	 	
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.