**Exhibit10.2****XOCOMMUNICATIONS, LLC****WAIVER****WITHRESPECT TO****AMENDEDAND RESTATED CREDIT AND GUARANTY AGREEMENT**     Thiswaiver (“Waiver”), dated as of August 8, 2007, withrespect to the Amended and Restated Credit and Guaranty Agreement,dated January 16, 2003 (as amended, supplemented or otherwisemodified, through the date hereof, and as it may be further amended,supplemented or otherwise modified, the “CreditAgreement”), by and among XO Communications, LLC, a Delawarelimited liability company (the “Company,” assuccessor by merger to XO Communications, Inc., a Delawarecorporation), certain affiliates and subsidiaries of the Company, asGuarantors, the Lenders party thereto from time to time and MizuhoCorporate Bank, Ltd., as administrative agent (the“Administrative Agent”).**RECITALS**     A.  Capitalizedterms used herein without definition shall have the same meaningsherein as set forth in the Credit Agreement.     B.  Pursuantto Section 10.5 of the Credit Agreement, the Requisite Lendershave the right to waive any provision of the Credit Documents orconsent to any departure of any Credit Party therefrom or may takeany action contemplated in the Credit Documents and such waiver shallbe effective upon the written concurrence of the RequisiteLenders.     C.  TheLenders executing the Waiver constitute the Requisite Lenderspursuant to Section 1.1 of the Credit Agreement.     D.  TheCompany anticipates that it will not be in compliance withSection 6.6(b) of the Credit Agreement for the fiscal quarterended June 30, 2008.     E.  TheRequisite Lenders desire to waive compliance by the Company with therequirements of Section 6.6(b) of the Credit Agreement on theterms and for the periods set forth herein.     NOW,THEREFORE, in consideration of the promises and the mutual covenantsand agreements herein contained, the parties hereto hereby agree asfollows:**WAIVER**     1.  Effectiveas of the date of this Waiver, the Requisite Lenders hereby waivecompliance by the Company and the Guarantors with the requirements ofSection 6.6(b) of the Credit Agreement for the fiscal quarterended June 30, 2008.     2.  Exceptas expressly provided herein, (a) the execution, deliver andperformance of this Waiver shall not constitute a waiver of anyprovision of, or operate as a waiver of any right, power or remedy ofthe Administrative Agent or any Lender under the Credit Agreement orany other Credit Document and (b) the Credit Agreement and theother Credit Documents shall remain in full force and effect and arehereby ratified and confirmed.     3.  ThisWaiver and the rights and obligations of the parties hereunder shallbe governed by, and shall be construed and enforced in accordancewith, the internal laws of the State of New York, without regard toconflicts of laws principles.     4.  ThisWaiver may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all suchcounterparts together shall constitute but one and the sameinstrument; signature pages may be detached from multiple separatecounterparts and attached to a single counterpart so that allsignature pages are physically attached to the same document.**[remainderof page intentionally left blank]**
 

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