exv10w31



 





Exhibit 10.31





XO
COMMUNICATIONS, LLC

WAIVER

WITH RESPECT TO

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




     This Waiver (“Waiver”), dated as of March, 13, 2008, 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.     Under Section 1.1 of the Credit Agreement, “Requisite Lenders” means one or more Lenders
having or holding Term Loan Exposure representing more than 50% of the aggregate Term Loan Exposure
of all Lenders.



     D.     The Company anticipates that it may not be in compliance with Section 6.6(a) of the Credit
Agreement for one or more fiscal quarters in 2008 or 6.6(b) of the Credit Agreement for the fiscal
quarter ended December 31, 2008.



     E.     The undersigned desire to waive compliance by the Company with the requirements of Sections
6.6(a) and 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 undersigned hereby waive compliance by the
Company and the Guarantors with the requirements of Sections 6.6(a) of the Credit Agreement from
the date hereof through January 1, 2009 and 6.6(b) of the Credit Agreement for the fiscal quarter
ended December 31, 2008.



     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,
and 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 and
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.



[remainder of page intentionally left blank]




 









 








     IN WITNESS WHEREOF, the undersigned 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:  	Keith Cozza
 	 
	 	 	Name:  	Keith Cozza 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Agreed and Acknowledged:



XO COMMUNICATIONS, LLC

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



 









 






	 	 	 	 	 


GUARANTORS:



XO HOLDINGS, INC.

NEXTLINK WIRELESS, INC.

TELECOMMUNICATIONS OF NEVADA, LLC

V&K HOLDINGS, INC

XO ASIA LIMITED

XO COMMUNICATIONS SERVICES, INC

XO INTERACTIVE, INC.

XO INTERNATIONAL HOLDINGS, INC.

XO INTERNATIONAL, INC.

XO NEVADA MERGER SUB, INC.

XO SERVICES, INC.

XO VIRGINIA, LLC

XO NS, INC.




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