Re: Termination of Equity Purchase Agreement, dated as of November 4, 2005, as amended (the “Equity Purchase Agreement”)

Exhibit 2.1

Execution Version

March 30, 2006

Elk Associates, LLC
c/o Icahn Associates Corp.
47^th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Re:		Termination of Equity Purchase Agreement, dated as of November 4, 2005, as amended
		(the “Equity Purchase Agreement”)

Gentlemen:

Pursuant to the recommendation of the Special Committee of our Board of Directors, our Board of Directors has determined that mutual termination of the Equity Purchase Agreement, without damages or a break-up fee, is, under the circumstances, in the best interests of XO Holdings, Inc. and therefore, we hereby agree to terminate the Equity Purchase Agreement by mutual consent.

Please confirm your agreement to likewise terminate the Equity Purchase Agreement by your signature in the space provided below.

Very truly yours,

XO HOLDINGS, INC.

By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title:  Chief Executive Officer

Acknowledged and agreed:

ELK ASSOCIATES LLC

By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title:  Treasurer