**EXHIBIT
        10.67**





**WAIVER
      AND AMENDMENT NO. 1 TO**


**CREDIT
      AND GUARANTY AGREEMENT**




**WAIVER
      AND AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT** (the
“ Amendment ”)
      dated
      as of September 22, 2008, is among AboveNet, Inc., a Delaware corporation,
      AboveNet Communications, Inc., a Delaware corporation, AboveNet of Utah, LLC,
      a
      Delaware limited liability company, AboveNet of VA, LLC, a Virginia limited
      liability company, and AboveNet International Inc., a Delaware corporation,
      (hereinafter the “ Borrowers ”),
      the
      Lenders from time to time parties thereto, Societe Generale, as administrative
      agent (the “ Administrative
      Agent ”),
      and
      CIT Lending Services Corporation, as documentation agent (the “ Documentation
      Agent ”)
      (the
      Administrative Agent and the Documentation Agent together, the “ Agents ”).




**WHEREAS** ,
      the
      Borrowers, the Agents and the Lenders are parties to that certain Credit and
      Guaranty Agreement dated as of February 29, 2008 (the “ Credit
      Agreement ;”
      undefined capitalized terms used herein shall have the meanings assigned thereto
      in the Credit Agreement), pursuant to which the Lenders have agreed to make
      certain “Loans” and other financial accommodations to the
      Borrowers;




**WHEREAS** ,
      the
      Borrowers have requested that the Agents and the Lenders amend the Credit
      Agreement in the manner set forth herein in order to (i) allow for an extension
      of the Availability Period of the Delayed Draw Loan from November 25, 2008,
      which is the date resulting from the 270-day term currently set forth in
      sub-section “(A)” of letter “(b)” of the definition of “Availability Period” in
      the Credit Agreement, to June 30, 2009, and (ii) fix June 30, 2009 as the
      termination date of the Availability Period for any delayed draw loan under
      New
      Loan Commitments, as defined in the Credit Agreement, and the Agents and the
      Lenders have agreed to such request;




**WHEREAS** ,
      the
      Borrowers have informed the Lenders that following the Closing Date, the
      Borrowers repurchased equity from certain former employees (the “ Equity
      Repurchases ”),
      and
      request that the Lenders waive the Borrowers’ compliance with the negative
      covenant set forth in Section
      7.06 of the
      Credit Agreement with respect to the Equity Repurchases (“ Waiver
      Request No. 1 ”);




**WHEREAS** ,
      the
      Borrowers have further requested that the Agents and the Lenders amend the
      Credit Agreement in the manner set forth herein in order to allow the repurchase
      of Equity Interest of Holdings from former employees and directors;




**WHEREAS,** the
      Borrowers have informed the Lenders that pursuant to its plan of reorganization
      which became effective on September 8, 2003 Holdings was authorized to issue
      warrants to certain of its creditors in the following amounts: (i) seven hundred
      and nine thousand four hundred and fifty nine (709,459) 5-year warrants with
      an
      exercise price of $20 per share (the “ 5-Year
      Warrants ”)
      and
      (ii) eight hundred thirty four thousand six hundred and fifty eight (834,658)
      7-year warrants with an exercise price of $24 per share (the “ 7-Year
      Warrants ”).
      Certain of the 5 Year Warrants and 7-Year Warrants have been exercised, thus
      requiring Holdings to have issued corresponding Equity Interests. Accordingly,
      the Borrowers request that the Lenders waive the Borrowers’ compliance with the
      negative covenant set forth in Section
      7.05 of the
      Credit Agreement and with the Mandatory Prepayment provision set forth in Section
      2.05(b)(ii) of the
      Credit Agreement, in each case only with respect to the issuance of Equity
      Interests by Holdings as a result of the exercise of the 5-Year Warrants and
      7-Year Warrants (“ Waiver
      Request No. 2 ”);









**WHEREAS,** the
      Borrowers have further requested that the Agents and the Lenders amend the
      Credit Agreement in the manner set forth herein in order to exclude the issuance
      of Equity Interests by Holdings from the definition of “Dispositions” or
“Dispose”;




**WHEREAS** ,
      the
      Borrowers have informed the Lenders that on or about August 19, 2008, one of
      the
      Borrowers, AboveNet, Inc., filed trademark applications with the US Patent
      and
      Trademark Office for the names “EXPRESSWAVE” and “eXpressWave” to be used in
      connection with its long haul services (the “ New
      Trademarks ”);




**WHEREAS** ,
      the
      Lenders and the Borrowers agree that (i) the New Trademarks are part of the
      Collateral, (ii) the Lenders shall waive any amendment of the Loan Documents
      in
      connection with the New Trademarks but reserve the right to amend the same
      and
      (iii) the Borrowers shall cooperate fully with any future amendment in
      connection with the New Trademarks requested by the Lenders; and




**WHEREAS** ,
      the
      Lenders and the Borrowers are entering into this Amendment pursuant to Section
      12.01 of the
      Credit Agreement.




**NOW,
      THEREFORE** ,
      in
      consideration of the premises set forth above, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Borrowers, the Agents and the Lenders agree as follows:




1.  Availability
      Period for Delayed Draw Loans .
      The
      Availability Period for Delayed Draw Loans shall be extended from November
      25,
      2008 to June 30, 2009. The Availability Period for the New Loan Commitments
      which are Delayed Draw Commitments shall terminate on June 30, 2009. To this
      effect, the Credit Agreement is amended as follows:




(a)
      the
      definition of “Availability Period” in Section
      1.01 of the
      Credit Agreement shall therefore be amended and restated in its entirety as
      follows:




“ Availability
      Period ”
means,
      (a) with respect to the Revolving Commitments, the period from and including
      the
      Closing Date to the earliest of (i) the date one (1) Business Day prior to
      the
      Maturity Date, (ii) the date of termination of the Revolving Commitments
      pursuant to Section
      2.06 ,
      and
      (iii) the date of termination of the commitment of each Lender to make Loans
      and
      of the obligation of the L/C Issuer to make L/C Credit Extensions, in each
      case
      pursuant to Section
      9.02 and (b)
      (A) with respect to the Delayed Draw Commitments, the period from and including
      the Closing Date to and including June 30, 2009, or (B) with respect to the
      New
      Loan Commitments which are Delayed Draw Commitments the period from and
      including the NLC Effective Date to and including June 30, 2009.




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(b) Section
      2.15 (d)(ii )
      of the
      Credit Agreement shall therefore be deleted in its entirety and replaced with
      the following:




(ii)
      INTENTIONALLY OMITTED.




2.  Permitted
      Equity Repurchases .
      The
      definition of “Permitted Equity Repurchases” in Section
      1.01 of the
      Credit Agreement is hereby deleted and restated in its entirety as
      follows:




“ Permitted
      Equity Repurchases ”
mean
      purchases of Equity Interest of Holdings from employees, consultants and
      directors, or of former employees, consultants and directors, of Holdings and
      its Subsidiaries in an aggregate amount not to exceed $15,000,000 in the
      aggregate.




3.  Dispositions .
      The
      definition of “Dispositions” or “Dispose” in Section
      1.01 of the
      Credit Agreement is hereby deleted and restated in its entirety as
      follows:




“ Disposition ”
or
      “ Dispose ”
means
      the sale, transfer, license, lease or other disposition (including any Sale
      and
      Leaseback Transaction and any grant of an IRU) of any Property by any Loan
      Party
      or any Domestic Subsidiary (including the Equity Interest of any Domestic
      Subsidiary) and including any sale, assignment, transfer or other disposal,
      with
      or without recourse, of any notes or accounts receivable or any rights and
      claims associated therewith, but excluding (a) the sale, lease, license,
      transfer or other disposition of inventory in the ordinary course of business
      of
      the Loan Parties and their Domestic Subsidiaries, (b) the sale, lease,
      license, transfer or other disposition of machinery and equipment no longer
      used
      or useful in the conduct of business of the Loan Parties and their Domestic
      Subsidiaries, and having a sales or transfer price not to exceed $2,000,000
      in
      any Fiscal Year, (c) any sale, lease, license, transfer or other
      disposition of Property by any Loan Party to any other Loan Party, or any
      Domestic Subsidiary to any Loan Party, (d) any Involuntary Disposition by
      any Loan Party or any Domestic Subsidiary, (e) licenses or leases of IP Rights
      or property, to the extent permitted pursuant to Section
      7.01(i) ,
      (f)
      abandonment of IP Rights to the extent permitted by the Security Agreement,
      (g)
      dispositions of Cash Equivalents, (h) dispositions of past due accounts
      receivable for collection or compromise in the ordinary course of business,
      and
      (i) dispositions of Dark Fiber in the ordinary course of business, including
      IRUs, pursuant to customer contracts or fiber swap agreements entered into
      on an
      arms-length basis and consistent with past practices, provided , however ,
      in the
      case of (i) above, that the relevant Loan Party or Domestic Subsidiary, as
      applicable, at all times retains title to such asset. Notwithstanding the
      forgoing, the term “Disposition” or “Dispose” shall not include the issuance of
      Equity Interests by Holdings.




4.  Waivers .
      Effective as of the date first above written and subject to the execution of
      this Amendment by the parties hereto, the Lenders hereby waive (i) the
      compliance by the Borrowers with the provision of Section
      7.06 of the
      Credit Agreement only in connection with the matters set forth in Waiver Request
      No. 1, (ii) the compliance by the Borrowers with the provision of Section
      2.05(b)(ii) and Section
      7.05 of the
      Credit Agreement only in connection with the matters expressly set forth in
      Waiver Request No. 2 and (iii) the amendment of the Loan Documents in connection
      with the New Trademarks until such time as the Agents shall
      request.




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5.  Waiver
      and Amendment .
      Effective as of the date first above written and subject to the execution of
      this Amendment by the parties hereto, the Credit Agreement shall be and is
      hereby amended on the terms set forth in Section
      1 , Section
      2 and Section
      3 hereof.




6.  Conditions
      Precedent .
      This
      Amendment shall become effective as of the date above written, if, and only
      if
      the Documentation Agent has received duly executed originals of this Amendment
      from the Borrowers, the Lenders and the Agents.




7.  Representations
      and Warranties of the Borrowers .
      The
      Borrowers hereby represent and warrant as follows:




(a)  This
      Amendment, and the Credit Agreement, as amended hereby, constitute legal, valid
      and binding obligations of the Borrowers and are enforceable against the
      Borrowers in accordance with their terms.




(b)  Upon
      the
      effectiveness of this Amendment, the Borrowers hereby reaffirm all
      representations and warranties made in the Credit Agreement, and to the extent
      the same are not amended hereby, agree that all such representations and
      warranties shall be deemed to have been remade as of the date of delivery of
      this Amendment, unless and to the extent that any such representation and
      warranty is stated to relate solely to an earlier date, in which case such
      representation and warranty shall be true and correct as of such earlier
      date.




(c)  As
      of the
      date hereof, and after giving effect to this Amendment, the Borrowers shall
      be
      in compliance with all the terms and provisions set forth in the Credit
      Agreement, subject to the amendment set forth herein, on its part to be observed
      or performed, and no Event of Default or Default shall have occurred and be
      continuing.




8.  Reference
      to and Effect on the Credit Agreement .




(a)  Upon
      the
      effectiveness of Section
      5 hereof
      each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import shall mean and be a reference to the
      Credit Agreement as amended hereby, and each reference to the Credit Agreement
      in any other document, instrument or agreement shall mean and be a reference
      to
      the Credit Agreement as modified hereby.




(b)  The
      Credit Agreement, as amended hereby, and all other documents, instruments and
      agreements executed and/or delivered in connection therewith, shall remain
      in
      full force and effect, and are hereby ratified and confirmed.




(c)  Except
      as
      expressly provided herein, the execution, delivery and effectiveness of this
      Amendment shall not operate as a waiver of any right, power or remedy of the
      Agents or the Lenders, nor constitute a waiver of any provision of the Credit
      Agreement or any other documents, instruments and agreements executed and/or
      delivered in connection therewith.




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9.  GOVERNING
      LAW .
      THIS
      AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE OTHER
      REMAINING TERMS OF THE CREDIT AGREEMENT AND THE INTERNAL LAWS (AS OPPOSED TO
      CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW YORK.




10.  Paragraph
      Headings .
      The
      paragraph headings contained in this Amendment are and shall be without
      substance, meaning or content of any kind whatsoever and are not a part of
      the
      agreement among the parties hereto.




11.  Counterparts .
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




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IN
      WITNESS WHEREOF. this Amendment has been duly executed as ** of
      the
      day and year first above written.




**THE
                BORROWERS:**
            **AboveNet,
                Inc.,**a Delaware corporationBy:
            /s/
              Robert SokotaName:
            Robert
              SokotaTitle:
            SVP
              and General Counsel**AboveNet
                Communications, Inc.,**a
              Delaware
                corporationBy:
            /s/
              Robert SokotaName:
            Robert
              SokotaTitle:
            SVP
              and General Counsel**AboveNet
                of Utah, LLC,**by
                AboveNet Communications, Inc.,its
                sole memberBy:
            /s/
              Robert SokotaName:
            Robert
              SokotaTitle:
            SVP
              and General Counsel**AboveNet
                of VA, LLC,**by
                AboveNet Communications, Inc.,its
                sole memberBy:
            /s/
              Robert SokotaName:
            Robert
              SokotaTitle:
            SVP
              and General Counsel**AboveNet
                International, Inc.,**a Delaware
              corporationBy:
            /s/
              Robert SokotaName:
            Robert
              SokotaTitle:
            SVP
              and General Counsel




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**ADMINISTRATIVE
                AGENT**:
            **SOCIETE
                GENERALE**,as
                Administrative AgentBy:
            /s/
              Edward GrimmName:
            Edward
              GrimmTitle:
            Director





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**DOCUMENTATION
                AGENT**:
            **CIT
                LENDING SERVICES CORPORATION**,as
                Documentation AgentBy:
            /s/
              William EvensonName:
            William
              EvensonTitle:
            Vice
              President




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**LENDERS:**
            **SOCIETE
                GENERALE**By:
            /s/
              Edward GrimmName:
            Edward
              GrimmTitle:
            Director




-9-




**CIT
                LENDING SERVICES CORPORATION**By:
            /s/
              William EvensonName:
            William
              EvensonTitle:
            Vice
              President




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