Exhibit 10.2
XO COMMUNICATIONS, LLC
WAIVER
WITH RESPECT TO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
This waiver (“ Waiver
”), dated as of August 8, 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
the 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 June 30,
2008.
E. The Requisite Lenders
desire to waive compliance by the Company with the requirements of
Section 6.6(b) of the Credit
