Unassociated Document


    


    FIRST AMENDMENT TO REVOLVING
PROMISSORY NOTE

    


    This
FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE (this “Amendment”),
dated as of February 11, 2011, is entered into between XO COMMUNICATIONS, LLC, a
Delaware limited liability company, as Borrower (the “Borrower”)
and ARNOS CORP., as Lender (the “Lender”).

     

    RECITALS

     

    A.           The
Borrower and the Lender have entered into that certain US$50,000,000 Revolving
Promissory Note dated as of October 8, 2010 (the “Note”).  Capitalized
terms used herein and not defined shall have the meanings ascribed to them in
the Note.

     

    B.           The
Borrower has requested that the Lender amend certain provisions of the Note to
extend the final maturity thereof.  The Lender has agreed to such
amendments, subject to the terms and conditions set forth herein.

     

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

     

    SECTION
1. Amendments to the
Note.   The Note is hereby amended as
follows:

     

    All
references to the words “October 8, 2011” contained in Section 3 of the Note
shall be amended to read “May 1, 2012”.

     

    SECTION
2. Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Amendment by facsimile or electronic mail shall be effective as delivery of
a manually executed counterpart of this Amendment.

     

    SECTION
3. Governing
Law.  This Amendment and the legality, validity and performance
of the terms hereof is made in accordance with and shall be construed under the
laws of the State of New York, without regard to the conflicts of law principles
thereof that would result in the application of any law other than the law of
the State of New York.

     

    SECTION
4. Except as
specifically amended hereby, all terms and provisions of the Note shall remain
unaltered and in full force and effect.

     

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	      
                                                        BORROWER:
      
                                                           

                                                           

                                                          XO
      COMMUNICATIONS, LLC

                                                        

                                                      	 
	 	 	 	 
	 	 	 
	
                                                         

                                                      	     /s/ Laura
      W. Thomas	 
	 	Name:  Laura
      W. Thomas	 
	 	Title:    Senior
      Vice President, Chief Financial Officer and Manager	 
	 	 	 
	 	Address:	      
                                                        13865
      Sunrise Valley Drive

                                                        Herndon,
      Virginia 20171

                                                        Facsimile:
      703-547-2025

                                                        Attention:  General
      Counsel

                                                      	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    ACCEPTED
AND AGREED

    AS
OF THE DATE FIRST

    WRITTEN ABOVE:

     

    
      LENDER:

    

     

    
      ARNOS
CORP.

       

       

    

    
      
        
          
            
              
                
                  
                    
                      	  /s/ Edward E.
      Mattner
	
                              Name:
      Edward E. Mattner

                            
	
                              Title:
      Authorized Signatory

                            
	 	 
	
                              Address:

                            	
                              c/o
      Icahn Associates Corp.

                            
	 
      	
                              767
      Fifth Avenue, 46th
      Floor

                            
	 
      	
                              New
      York, New York  10153

                            
	 
      	
                              Facsimile:
      650-328-6345

                            
	 
      	
                              Attention:  Chief
      Financial
Officer