THE 6%
CLASS A CONVERTIBLE PREFERRED STOCK OF
This
Extension (“ Extension ”), dated as of
February 5, 2009, with respect to the shares of 6%
Class A Convertible Preferred Stock (the “
Class A Preferred Stock ”) of XO Holdings, Inc.
(“ XO ”), held by ACF Industries Holding Corp.
(“ ACF Holding ”), is made for the benefit of
XO.
A. Capitalized
terms used herein without definition shall have the same meanings
herein as set forth in XO’s Certificate of Designation (the
“ Certificate of Designations ”) of the Powers,
Preferences and Relative, Participating, Optional and Other Special
Rights of the Class A Preferred Stock and Qualifications,
Limitations and Restrictions thereof.
B. Pursuant
to paragraph (e)(i)(A) of the Certificate of Designations, on
January 15, 2010, the Company is required to redeem in cash
and in the manner provided for in paragraph (e)(ii) of the
Certificate of Designations, all of the shares of Class A
Preferred Stock then outstanding at a redemption price equal to
100% of the Liquidation Preference per share as of the Redemption
Date (such payment, the “ Mandatory Redemption Payment
”).
C. As
of the date hereof, ACF Holding is the record holder of 3,096,549
shares of Class A Preferred Stock (the “ ACF Holding
Shares ”) which represents approximately 77.4% of the
outstanding shares of the Class A Preferred Stock.
D. ACF
Holding will extend the date on which the Mandatory Redemption
Payment is payable to ACF Holding or its successors or assigns in
respect of the ACF Holding Shares from January 15, 2010 to a
date no later than April 15, 2010.
NOW,
THEREFORE, in consideration of the promises and the mutual
covenants and agreements herein contained, the parties hereto
hereby agree as follows:
1. Effective
as of the date of this Extension, ACF Holding hereby irrevocably
agrees that XO need not make the Mandatory Redemption Payment with
respect to the ACF Holding Shares on January 15, 2010 but in lieu
thereof XO can, in its sole discretion, make such payment at any
time from January 15, 2010 up to and including April 15,
2010 (with respect to each ACF Holding Share, the period commencing
January 16, 2010 and ending on the date prior to
April 16, 2010 on which the Mandatory Redemption
Pay
