exv10w2



 





Exhibit
10.2


XO
COMMUNICATIONS, LLC



WAIVER


WITH
RESPECT TO



AMENDED
AND RESTATED CREDIT AND GUARANTY AGREEMENT




     This
waiver (“Waiver”), dated as of August 8, 2007, with
respect to the Amended and Restated Credit and Guaranty Agreement,
dated January 16, 2003 (as amended, supplemented or otherwise
modified, through the date hereof, and as it may be further amended,
supplemented or otherwise modified, the “Credit
Agreement”), by and among XO Communications, LLC, a Delaware
limited liability company (the “Company,” as
successor by merger to XO Communications, Inc., a Delaware
corporation), certain affiliates and subsidiaries of the Company, as
Guarantors, the Lenders party thereto from time to time and Mizuho
Corporate Bank, Ltd., as administrative agent (the
“Administrative Agent”).



RECITALS



     A.  Capitalized
terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.



     B.  Pursuant
to Section 10.5 of the Credit Agreement, the Requisite Lenders
have the right to waive any provision of the Credit Documents or
consent to any departure of any Credit Party therefrom or may take
any action contemplated in the Credit Documents and such waiver shall
be effective upon the written concurrence of the Requisite
Lenders.


     C.  The
Lenders executing the Waiver constitute the Requisite Lenders
pursuant to Section 1.1 of the Credit Agreement.


     D.  The
Company anticipates that it will not be in compliance with
Section 6.6(b) of the Credit Agreement for the fiscal quarter
ended June 30, 2008.


     E.  The
Requisite Lenders desire to waive compliance by the Company with the
requirements of Section 6.6(b) of the Credit Agreement on the
terms and for the periods set forth herein.


     NOW,
THEREFORE, in consideration of the promises and the mutual covenants
and agreements herein contained, the parties hereto hereby agree as
follows:


WAIVER


     1.  Effective
as of the date of this Waiver, the Requisite Lenders hereby waive
compliance by the Company and the Guarantors with the requirements of
Section 6.6(b) of the Credit Agreement for the fiscal quarter
ended June 30, 2008.


     2.  Except
as expressly provided herein, (a) the execution, deliver and
performance of this Waiver shall not constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
the Administrative Agent or any Lender under the Credit Agreement or
any other Credit Document and (b) the Credit Agreement and the
other Credit Documents shall remain in full force and effect and are
hereby ratified and confirmed.



     3.  This
Waiver and the rights and obligations of the parties hereunder shall
be governed by, and shall be construed and enforced in accordance
with, the internal laws of the State of New York, without regard to
conflicts of laws principles.



     4.  This
Waiver 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 an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document.



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     IN WITNESS WHEREOF, the Requisite Lender has caused this Waiver to be duly executed and
delivered by its respective officers thereunto duly authorized as of the date first written above.



	 	 	 	 	 
	 	LENDER:





ARNOS CORP.

 	 
	 	By:  	/s/
Edward Mattnor
 	 
	 	 	Name:  	Edward Mattnor 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Agreed and Acknowledged:



XO COMMUNICATIONS, LLC

 	 
	 	By:  	/s/
Gregory
W. Freiberg
 	 
	 	 	Name:  	Gregory W. Freiberg 	 
	 	 	Title:  	CFO 	 
	 















 





	 	 	 	 	 
	 	GUARANTORS: 



XO HOLDINGS, INC.

NEXTLINK WIRELESS, INC

COAST TO COAST TELECOMMUNICATIONS, INC.

LHP EQUIPMENT, INC.

TELECOMMUNICATIONS OF NEVADA, LLC

V&K HOLDINGS, INC.

XO ASIA LIMITED

XO COMMUNICATIONS SERVICES, INC.

XO DATA SERVICES, LLC

XO GLOBAL COMMUNICATIONS, INC.

XO INTERACTIVE, INC.

XO INTERCITY HOLDINGS NO. 1, LLC

XO INTERCITY HOLDINGS NO. 2, LLC

XO INTERNATIONAL HOLDINGS, INC.

XO INTERNATIONAL, INC.

XO LONG DISTANCE SERVICES (VIRGINIA), LLC

XO MANAGEMENT SERVICES, INC.

XO MANAGEMENT SERVICES, NEVADA, INC.

XO MINDSHARE, LLC

XO NEVADA MERGER SUB, INC.

XO SERVICES, INC.

XO VIRGINIA, LLC

 	 
	 	By:  	/s/ Gregory W. Freiberg
 	 
	 	 	Name:  	Gregory W. Freiberg 	 
	 	 	Title:  	CFO