Exhibit 10.6
EXECUTION VERSION
XO
COMMUNICATIONS, LLC
WAIVER
WITH RESPECT TO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
This
Waiver (“ Waiver ”), dated as of
November 3, 2006, 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 September 30, 2007.
E. The
Requisite Lenders desire to waive compliance by the Company
with
