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                                                                EXHIBIT 10.10(d)


                  AMENDMENT NO. 3 ("AMENDMENT"), dated as of July 24, 2000, to
the Amended and Restated Credit Agreement, dated as of March 10, 2000 (as the
same may be amended, restated, supplemented and/or modified from time to time in
accordance with its terms, the "CREDIT AGREEMENT"), by and between VIASOURCE
COMMUNICATIONS, INC. (the "BORROWER") and GENERAL ELECTRIC CAPITAL CORPORATION
(the "LENDER"). All capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Credit Agreement.

                  The Borrower has requested the consent of Lender to waive
and/or amend certain financial covenants set forth in the Credit Agreement and
the Lender is willing to grant such requests.

                  Accordingly, the parties hereto agree as follows:

                  Section 1. AMENDMENT

                  (a) Section 1.1 of the Credit Agreement is hereby amended by
amending the definition of "EBITDA" appearing therein by inserting the following
language at the conclusion of the first sentence thereof:

                           (vii) plus the increase in the deferred revenue
                  account during the measurement period (viii) less the decrease
                  in the deferred revenue account during the measurement period,
                  and (ix) up to $3,600,000 of actual expenses related to the
                  merger of each of Excalibur Cable Communications, Ltd.
                  ("Excalibur") and Telecore, Inc., Initial Public Offering
                  costs, and cash incentive compensation paid to certain
                  Excalibur employees for each of the periods ending 9/30/00,
                  12/31/00 and 3/31/01.

                  (b) Section 1.1 of the Credit Agreement is hereby amended by
inserting the following definition in its proper alphabetical order:

                           "DEBT SERVICE COVERAGE" means, with respect to any
                  Person, the ratio of (x) EBITDA to (y) the sum of (i)
                  Consolidated Interest Expense and (ii) principal payments on
                  Indebtedness during such measuring period.

                  (c) Section 6.7(a) of the Credit Agreement is hereby amended
by amending and restating the table appearing therein in its entirety as
follows:

                  PERIOD                                        RATIO
                  ------                                        -----

         July 1, 2000 through September 30, 2000                7.0:1.0

         October 1, 2000 through December 31, 2000              6.5:1.0

         January 1, 2001 through March 30, 2001                 3.5:1.0

         March 31, 2001 and thereafter                          3.0:1.0

                  (d) Section 6.7(b) of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                  "(b) FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage
         Ratio for the rolling four quarter period ending as of the end of the
         fiscal quarters listed below shall not be less that the ratio indicated
         below:






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                           PERIOD                                     RATIO
                           ------                                     -----

                  January 1, 2001 through March 30, 2001             0.5:1.0

                  March 31, 2001 through June 29, 2001               0.75:1.0

                  June 30, 2001 and thereafter                       1.0:1.0

                  (e) Section 6.7(c) of the Credit Agreement is hereby amended
by amending and restating the table appearing therein in its entirety as
follows:

                           PERIOD                                      RATIO
                           ------                                      -----

                  July 1, 2000 through September 30, 2000             3.5:1.0

                  October 1, 2000 through December 31, 2000           3.0:1.0

                  January 1, 2001 and thereafter                      2.0:1.0

                  (f) Section 6.7 of the Credit Agreement is hereby amended by
inserting the following subsection immediately after subsection (c) appearing
therein:

                           (d) DEBT SERVICE COVERAGE RATIO. The Debt Service
         Coverage Ratio for each day of the rolling four quarter period ending
         as of each day during each period listed below shall not exceed the
         ratio indicated below:

                           PERIOD                                      RATIO
                           ------                                      -----

                  July 1, 2000 through September 30, 2000             1.15:1.0

                  October 1, 2000 through December 31, 2000           1.15:1.0

                  January 1, 2001 through March 31, 2001              1.5:1.0

                  April 1, 2001 and thereafter                        1.75:1.0

                  Section 2. WAIVER

                  The Lender hereby waives compliance by the Borrower for the
Borrower's second fiscal quarter ended June 30, 2000 with the requirements of
Sections 6.7(a), (b), (c) and Section 6.4(iii).

                  Section 4. REPRESENTATIONS AND ADDITIONAL PROVISIONS

                  1. The Borrower represents and warrants that (i) after giving
effect to this Amendment, no Default or Event of Default is continuing, (ii) the
Borrower has taken all necessary action to authorize the execution, delivery and
performance of this Amendment and (iii) the Credit Agreement, as amended by this
Amendment, is duly enforceable against the Borrower.

                  2. Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Credit Agreement and other Loan Documents are
unchanged, and such agreements shall remain in full force and effect and are
hereby confirmed and ratified.

                  3. The Borrower shall pay all out-of-pocket expenses incurred
by the Lender in connection with the transactions contemplated hereby under this
Amendment, including but not limited to fees and expenses of Kaye, Scholer,
Fierman, Hays & Handler LLP, counsel to the Lender.




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                  4. The term "Agreement", "hereof", "herein" and similar terms
as used in the Credit Agreement, and references in the Loan Documents to the
Credit Agreement shall mean and refer to, from and after the effectiveness of
this Amendment, the Credit Agreement as amended by this Amendment. Except as
herein specifically agreed, the Credit Agreement and the Loan Documents are
hereby ratified and confirmed and shall remain in full force and effect
according to their respective terms.

                  5. This Amendment shall be effective upon receipt by the
Lender of five fully executed copies hereof.

                  6. This Amendment may be executed in any number of
counterparts, and all such counterparts taken together shall constitute one and
the same instrument. Signature pages may be detached from counterpart documents
and reassembled to form duplicate executed originals. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed signature page hereto.

                  7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT
WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.

                                VIASOURCE COMMUNICATIONS, INC.

                                By: /s/ CRAIG A. RUSSEY
                                    -------------------------------------------
                                         Name: Craig A. Russey
                                         Title: President and Chief Executive
                                                Officer

                                GENERAL ELECTRIC CAPITAL
                                CORPORATION

                                By: /s/ STEPHEN W. HIPP
                                    -------------------------------------------
                                         Name: Stephen W. Hipp
                                         Title: Authorized Signatory


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