AMENDED AND RESTATED CREDIT AND
GUARANTY AGREEMENT
This Waiver
(“ Waiver ”), dated as of April 28, 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
”).
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 June 30, 2007.
E. The
Requisite Lenders desire to waive compliance by the Company with
the requirements of Section 6.6(b) of the Credit Agreement on
the terms and for the periods set forth herein.
NOW, THEREFORE, in
consideration
