Attached files
| file | filename |
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| 8-K - XO HOLDINGS INC | v211015_8-k.htm |
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.
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BORROWER:
XO
COMMUNICATIONS, LLC
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/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
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ACCEPTED
AND AGREED
AS
OF THE DATE FIRST
WRITTEN ABOVE:
LENDER:
ARNOS
CORP.
| /s/ Edward E. Mattner | |
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Name:
Edward E. Mattner
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Title:
Authorized Signatory
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Address:
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c/o
Icahn Associates Corp.
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767
Fifth Avenue, 46th
Floor
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New
York, New York 10153
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Facsimile:
650-328-6345
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Attention: Chief
Financial
Officer
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