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Exhibit 10.7

XO COMMUNICATIONS, LLC

WAIVER

WITH RESPECT TO

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

This Waiver (Waiver), dated as of May 7, 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 March 31, 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 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 March 31,
2008.

3.     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.





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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 COMMUNICAITONS, LLC                            
|
| |  | By:   /s/ Gregory W. Freiberg                     
| |  | Name: Gregory W. Freiberg
         Title:      CFO





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| | 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 COMMUNICAITONS, 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. Freiburg
Name:     Gregory W. Freiburg
Title:        CFO