exv10w1



 







Exhibit 10.1







    XO
    COMMUNICATIONS, LLC



 



    WAIVER



 



    WITH RESPECT TO



 



    AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT



 



    This Waiver (“Waiver”), dated as of March 6,
    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 this 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 December 31, 2007.



 



    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 agreement 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 December 31,
    2007.













 




     2.    Except
as expressly provided herein, (a) the execution, delivery 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 Mattner	 
	 	 	Name:  	Edward Mattner	 
	 	 	Title:  	Vice President	 
	 
	 
	 
	 	Agreed and Acknowledged:




XO COMMUNICATIONS, LLC	 
	 
	 	By:  	/s/
Gregory W. Freiberg	 
	 	 	Name:  	Gregory W. Freiberg	 
	 	 	Title:  	CFO	 












 






    GUARANTORS:



 








    XO HOLDINGS, INC.

    LMDS HOLDINGS, 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