WAIVER AND AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT

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: