**Exhibit 10.6****EXECUTIONVERSION****XOCOMMUNICATIONS, LLC****WAIVER****WITH RESPECT TO****AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT**          ThisWaiver (“Waiver”), dated as of November 3, 2006, with respect to theAmended and Restated Credit and Guaranty Agreement, datedJanuary 16, 2003 (as amended,supplemented or otherwise modified, through the date hereof, and as it may be furtheramended, supplemented or otherwise modified, the “Credit Agreement”), by andamong XO Communications, LLC, a Delaware limited liability company (the“Company,” as successor by merger to XO Communications, Inc., a Delawarecorporation), certain affiliates and subsidiaries of the Company, as Guarantors, theLenders party thereto from time to time and Mizuho Corporate Bank, Ltd., asadministrative 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 Lendershave the right to waive any provision of the Credit Documents or consent to anydeparture of any Credit Party therefrom or may take any action contemplated in the Credit Documentsand 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 September 30, 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 theperiods set forth herein.          NOW, THEREFORE, in consideration of the promises and the mutual covenants andagreement 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 Section6.6(b) of the Credit Agreement for the fiscal quarter ended September 30, 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, oroperate as a
 

 
waiver of any right, power or remedy of the Administrative Agent or any Lender under theCredit Agreement or any other Credit Document and (b) the Credit Agreement and the otherCredit Documents shall remain in full force and effect and are hereby ratified andconfirmed.          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 internallaws 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 executedand delivered shall be deemed an original, but all such counterparts together shall constitute butone and the same instrument; signature pages may be detached from multiple separate counterpartsand attached to a single counterpart so that all signature pages are physically attachedto the same document.**[remainder of page intentionally left blank]**
 

 
          IN WITNESS WHEREOF, the Requisite Lender has caused this Waiver to be dulyexecuted and delivered by its respective officers thereunto duly authorized as ofthe date first written above.     LENDER:     ARNOS CORP.