Attached files
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EX-10.1 - XO HOLDINGS INC | v211015_ex10-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of Report (Date of Earliest Event Reported): February 11, 2011
XO
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-30900
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54-1983517
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Incorporation)
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13865
Sunrise Valley Drive
Herndon,
Virginia 20171
(Address
of Principal Executive Offices)
(703) 547-2000
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
240.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01.
Entry into a Material Definitive Agreement.
First
Amendment to Revolving Promissory Note
The
discussion of the Amendment, as defined below, set forth in Item 2.03
is incorporated in this Item 1.01 by reference thereto.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
First
Amendment to Revolving Promissory Note
At
the request of XO Communications, LLC (“XO LLC”), a wholly owned subsidiary of
XO Holdings, Inc., Arnos Corp. (“Arnos”), a company affiliated with XO Holdings’
chairman, Carl C. Icahn, entered into a first amendment to revolving
promissory note with XO LLC dated as of February 11, 2011 (the “Amendment”). The
Amendment extends the latest maturity date of the revolving promissory note from
October 8, 2010 to May 1, 2012. Accordingly, the maturity date of the
revolving promissory note is the earliest of (i) May 1, 2012, (ii) the date on
which any financing transaction, whether debt or equity, is consummated by the
company or certain of its affiliates in an amount equal to or greater than $50
million, and (iii), at the company’s option, a date selected by the company that
is earlier than May 1, 2012. As of February 11, 2011, no amounts have
been drawn on the revolving promissory note.
The
foregoing discussion of the terms of the Amendment is qualified in its entirety
by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and
is incorporated in this Item 2.03 by reference thereto.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
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Description
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10.1
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First
Amendment to Revolving Promissory Note, dated as of February 11,
2011
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
XO
HOLDINGS, INC.
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By:
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/s/ Laura W. Thomas
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Name:
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Laura
W. Thomas
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Title:
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Senior
Vice President and Chief Financial Officer
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Date:
February 11, 2011