Item 1.01. Entry into a Material Definitive Agreement.

     On August 28, 2008, Starfire Holding Corporation, a Delaware corporation (“Starfire”) executed an undertaking, dated August 28, 2008 (the “Undertaking”), for the benefit of XO Holdings, Inc., a Delaware corporation (the “Company”) and its subsidiaries, effective from July 25, 2008 (the “Effective Date”). Starfire is directly owned by Carl C. Icahn, the Chairman of the Company’s Board of Directors. The Undertaking was negotiated on behalf of the Company by a special committee of the Board of Directors, comprised of independent members, and its legal advisers.

     Pursuant to the Undertaking, Starfire agrees that from the Effective Date and through the Termination Date (as defined in the Undertaking), at its sole cost and expense, it will indemnify and defend and hold harmless, the Company and its subsidiaries, from certain liabilities that may be imposed on the Company or its subsidiaries or assets, as set forth in the Undertaking.

     The foregoing discussion of the Undertaking is qualified in its entirety by reference to the Undertaking, a copy of which is filed herewith as Exhibit 10.1 and is incorporated in this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Undertaking

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.

Date: August 29, 2008

EXHIBIT INDEX

Exhibit No.		Description
10.1		Undertaking