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                                                                   Exhibit 10.67

                                 FIRST AMENDMENT
                         TO LOAN AND SECURITY AGREEMENT


                FIRST AMENDMENT, dated as of May 24, 2001 (this "Amendment"), to
the Loan and Security Agreement, dated as of April 10, 2001 (the "Loan
Agreement"), by and among, on the one hand, the lenders identified on Annex I
hereto under the caption "Continuing Lenders" (each a "Continuing Lender" and
collectively, the "Continuing Lenders") and the lenders identified on Annex I
hereto under the caption "Additional Lenders" (each an "Additional Lender" and
collectively, the "Additional Lenders," and together with the Continuing Lenders
and their respective successors and assigns, each a "Lender" and collectively,
the "Lenders"), FOOTHILL CAPITAL CORPORATION, a California corporation, as the
arranger and administrative agent for the Lenders (the "Agent"), ABLECO FINANCE
LLC, a New York limited liability company, as co-agent for the Lenders (the
"Co-Agent") and, on the other hand, e.spire COMMUNICATIONS, INC., a Delaware
corporation, as a debtor and a debtor in possession (the "Borrower"), and the
subsidiaries of Borrower that are identified on the signature pages of the Loan
Agreement, each as a debtor and a debtor in possession (each individually a
"Guarantor" and collectively the "Guarantors").

                WHEREAS, the Borrower, the Guarantors, the Agent, Co-Agent and
the Lenders are willing to amend the Loan Agreement to, among other things (i)
add the Additional Lenders as Lenders to the Loan Agreement, (ii) increase the
Revolver Commitment and the Total Commitment (each as defined in the Loan
Agreement), (iii) modify the terms of the Borrowing Base (as defined in the Loan
Agreement), and (iv) amend certain other terms and conditions in the Loan
Agreement.

                NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the parties hereto hereby agree as follows:

                1.1.    Definitions in this Amendment. Any capitalized term used
herein and not defined herein shall have the meaning assigned to it in the Loan
Agreement.

                1.2.    Existing Definitions. (a) The definition of the term
"Adequate Protection Stipulation" in Section 1.1 of the Loan Agreement is hereby
amended in its entirety to read as follows:

                        "'Adequate Protection Stipulation' means the Second
                Amended and Restated Stipulation and Order (I) Granting Adequate
                Protection, (II) Authorizing the Use of Cash Collateral, (III)
                Granting on an Interim Basis Post-Petition Financing and (IV)
                Scheduling a Final Hearing on the Post-Petition Financing
                Arrangements Pursuant to Bankruptcy Code Sections 105, 361, 362,
                363 and 364 so ordered by the Bankruptcy Court, as in effect on
                the Revolver Facility Effective Date, and as thereafter,
                amended, modified or extended from time to time with, in the
                case of any material amendments or modifications, the consent of
                the Agent on behalf of the Required Lenders."


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                        (b)     The definition of the term "Advance Percentage"
in Section 1.1 of the Loan Agreement is hereby deleted in its entirety.

                        (c)     Clause (i) of the definition of the term
"Applicable Prepayment Premium" in Section 1.1 of the Loan Agreement is hereby
amended in its entirety to read as follows:

                        "(i)    $60,000,000, plus"

                        (d)     The definition of the term "Eligible Fiber Optic
Inventory" in Section 1.1 of the Loan Agreement is hereby amended in its
entirety to read as follows:

                        "'Eligible Fiber Optic Inventory' means dark fiber optic
                cable Inventory held for sale by a Loan Party located at one of
                the locations set forth on Schedule E-1, that complies with each
                of the representations and warranties respecting Eligible Fiber
                Optic Inventory made by a Loan Party in the Loan Documents, and
                that is not excluded as ineligible by virtue of the one or more
                of the criteria set forth below; provided, however, that such
                criteria may be fixed and revised from time to time by Agent in
                Agent's Permitted Discretion to address the results of any audit
                or appraisal performed by Agent from time to time after the
                Revolver Facility Effective Date. An item of dark fiber optic
                cable Inventory shall not be included in Eligible Fiber Optic
                Inventory if:

                                (a)     a Loan Party does not have good, valid,
                        and marketable title thereto,

                                (b)     it is not located at one of the
                        locations set forth on Schedule E-1,

                                (c)     it is not subject to a valid and
                        perfected first priority Agent's Lien, or

                                (d)     it consists of obsolete, damaged or
                        defective fiber optic cable or work-in-process, spare
                        parts or supplies used or consumed in a Loan Party's
                        business."

                        (e)     The definition of the term "Maximum Revolver
Amount" in Section 1.1 of the Loan Agreement is hereby amended in its entirety
to read as follows:

                        "Maximum Revolver Amount" means (i) prior to the Final
                Facility Effective Date, $15,000,000 and (ii) on and after the
                Final Facility Effective Date $45,000,000, provided that upon
                the receipt by the Agent and the Borrower of additional Revolver
                Commitments pursuant to paragraph (c) of Section 3.3, the
                Maximum Revolver Amount after the Final Facility Effective Date
                will increase, on a dollar for dollar basis, by the amount of
                such additional Revolver Commitments over $45,000,000 received
                pursuant to paragraph (c) of Section 3.3 up to a maximum of
                $60,000,000."


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                        (f)     The definition of the term "Required Lenders" in
Section 1.1 of the Loan Agreement is hereby amended in its entirety to read as
follows:

                        "'Required Lenders' means, at any time, Lenders whose
                Pro Rata Shares aggregate 55% as determined pursuant to clause
                (d) of the definition of Pro Rata Share, provided that, solely
                for purposes of voting or consenting or objecting to matters
                with respect to the Loan Documents, George Schmitt or any entity
                owned or controlled by George Schmitt shall be deemed not to be
                a "Lender" and the Commitment and/or Advances of George Schmitt
                or any entity owned or controlled by George Schmitt shall be
                deemed to be zero."

                        (g)     The definition of the term Revolver Facility
Effective Date in Section 1.1 of the Loan Agreement is hereby amended by
deleting the words "Final Bankruptcy Court Order" and substituting in lieu
thereof "Interim Bankruptcy Court Order".

                1.3.    New Definitions. Section 1.1 of the Loan Agreement is
hereby amended by adding the following new definitions of "Final Facility
Effective Date" and "Mechanics Lien Reserve" to such Section in alphabetical
order:

                        "'Final Facility Effective Date' means the date, after
                the entry of the Final Bankruptcy Court Order, on which all of
                the conditions precedent to the increase of the Revolver
                Commitments to an amount in excess of $15,000,000 as set forth
                in Section 3.3 are satisfied."

                        "'Mechanics Lien Reserve' has the meaning set forth in
                Section 2.1(a)."

                1.4.    Schedule. Schedule C-1 to the Loan Agreement is hereby
amended in its entirety to read as set forth on Annex II attached hereto.

                1.5.    Revolver Advances. (a) Section 2.1(a) of the Loan
Agreement is hereby amended in its entirety to read as follows:

                        "2.1    'Revolver Advances'. (a) Subject to the terms
and conditions of this Agreement and the Orders, and on and after the Entry Date
and during the term of this Agreement, each Lender with a Revolver Commitment
agrees (severally, not jointly or jointly and severally) to make advances
("Advances") to Borrower in an amount at any one time outstanding not to exceed
such Lender's Pro Rata Share of an amount equal to the least of (i) the Maximum
Revolver Amount less the Letter of Credit Usage or (ii) the Borrowing Base less
the Letter of Credit Usage, and (iii) the maximum Indebtedness for the
corresponding month set forth in Section 7.20(c) less the outstanding Term Loan
and Letter of Credit Usage. For purposes of this Agreement, "Borrowing Base,"
means at any time the excess of (i) the lesser of (A) the amount determined by
multiplying (x) $400 and (y) the number of miles of Eligible Fiber Optic
Inventory owned by ACSI Network and (B) the sum of (x) the amount determined by
multiplying (1) $300 and (2) the number of miles of Eligible Fiber Optic
Inventory owned by ACSI Network and (y) the amount determined by multiplying (1)
$100 and (2) the number of miles of Eligible Fiber Optic Inventory owned by the
Loan Parties constituting part of the CLEC Business over (ii) the sum of (A)
$3,000,000 plus (B) $8,000,000 (the "Mechanics Lien Reserve"), provided that (x)
the Mechanics Lien Reserve shall not be released until the Agent is


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satisfied, in its Permitted Discretion, that both (1) either the mechanics or
contractors Liens set forth on Schedule P-1 to this Agreement are released or
the obligations secured by such mechanics or contractors Liens have been
satisfied and (2) the conditions set forth in paragraphs (g) and (h) of Section
3.3 have been satisfied, and (y) if the Agent determines in its Permitted
Discretion that both (1) any such mechanics Liens or contractors Liens are
released or any obligations secured by such mechanics or contractors Liens are
satisfied and (2) the conditions set forth in paragraphs (g) and (h) of Section
3.3 have been satisfied, the Agent shall release a portion of the Mechanics Lien
Reserve in the amount corresponding on Schedule P-1 to the Liens released or the
obligations satisfied, plus (C) the aggregate amount of reserves, if any,
established by Agent under Section 2.1(b)."

                1.6.    Inventory Reappraisals. The last sentence of Section
2.1(b) of the Loan Agreement is hereby amended in its entirety to read as
follows:

                        "In addition to the foregoing, Agent shall have the
                right to have the Inventory reappraised by a qualified appraisal
                company selected by Agent from time to time after the Revolver
                Facility Effective Date for the purpose of redetermining the
                Dollar amount multiplied by Eligible Fiber Optic Inventory and,
                as a result, redetermining the Borrowing Base."

                1.7.    Term Loan Holdback. Section 2.2(b) of the Loan Agreement
is hereby amended by adding the following sentence at the end of such Section:

                        "On the Revolver Facility Effective Date, the Term Loan
                Holdback shall be reduced to zero and, pursuant to paragraph (a)
                of this Section 2.2, the Additional Term Loan to be made on the
                Revolver Facility Effective Date shall be increased by the
                amount of the reduction of the Term Loan Holdback."

                1.8     Cash Management. Section 2.7(a) of the Loan Agreement is
hereby amended by deleting the words "Revolver Facility Effective Date" in the
first line of such Section and substituting in lieu thereof "Final Facility
Effective Date".

                1.9.    Conditions Precedent. Sections 3.2 and 3.3 of the Loan
Agreement are hereby amended in their entirety to read as follows:

                        "3.2    Conditions Precedent to Revolver Commitments and
        Advances and Letters of Credit in excess of $5,000,000. The obligation
        of the Lender Group (or any member thereof) to make the Advances or
        assist the Borrower in obtaining Letters of Credit in excess of
        $5,000,000, is subject to the fulfillment of each of the conditions
        precedent set forth below:

                                (a)     an order, satisfactory in form and
        substance to the Required Lenders, shall have been entered by the
        Bankruptcy Court modifying the Interim Bankruptcy Court Order, and the
        Agent shall have received a certified copy of such order and such order
        shall be in full force and effect and shall not have been reversed,
        stayed, modified or amended absent the written joinder or consent of the
        Agent, on behalf of the Required Lenders, and the Borrower;


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                                (b)     the Lenders, shall be satisfied that the
        Agent has been granted and continues to have a perfected, first priority
        Lien on the Collateral subject to Permitted Priority Liens;

                                (c)     George Schmitt shall have become a
        "Lender" hereunder with a Revolver Commitment of not less than
        $5,000,000, which Revolver Commitment shall be subject to such terms and
        conditions (including, without limitation, fees to be paid in connection
        with such Revolver Commitment) as are acceptable to the Required Lenders
        in their Permitted Discretion;

                                (d)     Agent shall have completed its financial
        and collateral due diligence review, including, without limitation (i) a
        collateral audit and review of the Books and verification of Borrower's
        representations and warranties to Lender Group, (ii) an inspection of
        some of the locations where Eligible Fiber Optic Inventory is located,
        (iii) receipt of satisfactory results of its field survey due diligence,
        audit and business valuation appraisal by auditors, examiners and/or
        appraisers selected by the Agent with the consent of the Required
        Lenders (collectively, the "Revolver Facility Diligence"), the results
        of each of the foregoing of which shall be acceptable to the Required
        Lenders, in their sole discretion;

                                (e)     no Material Adverse Change shall have
        occurred since the Closing Date;

                                (f)     no pending claim, investigation or
        litigation by any Governmental Authority shall exist with respect to any
        Loan Party or the transactions contemplated hereby;

                                (g)     the Required Lenders shall be satisfied
        in their sole discretion with the results of a reference check on each
        member of key management of Borrower;

                                (h)     the Adequate Protection Stipulation
        shall be in form and substance satisfactory to the Agent and the
        Lenders; and

                                (i)     Borrower shall have paid to Agent all
        fees and Lender Group Expenses owing as of the Revolver Facility
        Effective Date.

                        3.3     Conditions Precedent to Revolver Commitments and
        Advances and Letters of Credit in excess of $15,000,000. The obligation
        of the Lender Group (or any member thereof) to make the Advances or
        assist the Borrower in obtaining Letters of Credit in excess of
        $15,000,000, is subject to the fulfillment of each of the conditions
        precedent set forth below:

                                (a)     the Final Bankruptcy Court Order shall
        have been entered by the Bankruptcy Court, and the Agent shall have
        received a certified copy of such Order and such Order shall be in full
        force and effect and shall not have been reversed, stayed, modified or
        amended absent the written joinder or consent of the Agent, on behalf of
        the Required Lenders, and the Borrower;


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                                (b)     the Lenders, shall be satisfied that the
        Agent has been granted and continues to have a perfected, first priority
        Lien on the Collateral subject to Permitted Priority Liens;

                                (c)     (i) George Schmitt shall have become a
        "Lender" hereunder with a Revolver Commitment of not less than
        $10,000,000 and (ii) Persons, acceptable to Required Lenders in their
        Permitted Discretion, may become "Lenders" hereunder with aggregate
        Revolver Commitments of not less than $10,000,000, which Revolver
        Commitments described in clauses (i) and (ii) above shall be subject to
        such terms and conditions (including, without limitation, fees to be
        paid in connection with such Revolver Commitments) as are acceptable to
        the Required Lenders in their Permitted Discretion, provided that
        obtaining the Revolver Commitments set forth in clause (ii) of this
        paragraph (c) shall not be required as a condition to Revolver
        Commitments and Advances and Letters of Credit in excess of $15,000,000;

                                (d)     no Material Adverse Change shall have
        occurred since the Closing Date;

                                (e)     no pending claim, investigation or
        litigation by any Governmental Authority shall exist with respect to any
        Loan Party or the transactions contemplated hereby;

                                (f)     the Adequate Protection Stipulation
        shall be in form and substance satisfactory to the Agent and the
        Required Lenders and the Agent and the agent for the holders of the
        Pre-Petition Credit Facility Debt shall have entered into an
        intercreditor agreement, in form and substance satisfactory to the Agent
        and the Required Lenders;

                                (g)     Agent shall be satisfied in its
        Permitted Discretion with the cash management system of Borrower and
        Agent shall have received Schedule 2.7(a) to this Agreement, which shall
        be satisfactory to the Agent;

                                (h)     the Agent shall have received a Control
        Agreement, in form and substance satisfactory to Agent, duly executed
        for each Securities Account of a Loan Party; and

                                (i)     Borrower shall have paid to Agent all
        Lender Group Expenses owing as of the Final Facility Effective Date."

                1.10.   Term. Section 3.6 of Loan Agreement is hereby amended by
deleting clause (vii) thereof in its entirety and substituting in lieu thereof
"(vii) June 12, 2001 if upon that date the Final Bankruptcy Court Order has not
been entered; and"


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                1.11.   Conditions Subsequent. Section 3.5 of the Loan Agreement
is hereby amended by inserting new paragraph (b) to read as follows:

                        "(b) on or before August 15, 2001, Agent shall receive a
                report from a third party consulting firm acceptable to Agent
                verifying that Borrower is in compliance with Section 7.20(e)
                and (f) of the Agreement as of June 30, 2001."

                1.12.   Financial Covenants. Section 7.20 of the Loan Agreement
is hereby amended by (i) deleting the gross conduit miles installed at ACSI
Network in paragraph (e) of such section for the quarters ending June 30, 2001
and September 30, 2001 and substituting in lieu thereof 770 gross conduit miles
installed for the quarter end June 30, 2001 and 789 gross conduit miles
installed for the quarter end September 30, 2001, and (ii) inserting new
paragraphs (g) and (h) at the end of such section to read as follows:

                        "(g) Minimum Gross Fiber Miles. (i) Fail to maintain
                50,000 gross miles of Eligible Fiber Optic Inventory installed
                at the CLEC Business at all times.

                                (ii)    Fail to maintain 150,000 gross miles of
                Eligible Fiber Optic Inventory at ACSI Network at all times.

                        (h)     Market Completion. (i) Fail to complete the
                fiber optic cable network in each of Atlanta, Georgia and
                Dallas, Texas on or before December 31, 2001.

                                (ii)    Fail to complete the fiber optic cable
                network in Tampa, Florida on or before March 30, 2002."

                1.13.   Amendments and Waivers. Section 15.1 of the Loan
Agreement is hereby amended by adding the following new paragraph (iii) at the
end of such Section:

                        "(iii) Notwithstanding anything to the contrary, solely
                for purposes of voting on amendments, waivers and consents to
                matters with respect to the Loan Documents, George Schmitt and
                any entity owned or controlled by George Schmitt shall be deemed
                not to be a "Lender" and the Commitment and/or Advances of
                George Schmitt and any entity owned or controlled by George
                Schmitt shall be deemed to be zero, provided that, nothing
                contained in this paragraph (iii) shall permit George Schmitt
                and/or any entity owned or controlled by George Schmitt to
                receive less favorable treatment with respect to his or its
                Revolver Commitment or Advances than the other Lenders with
                respect to their Revolver Commitments or Advances (including,
                except to the extent otherwise provided in a letter agreement,
                dated May 24, 2001, between the Agent and George Schmitt with
                respect to fees provided for in this Agreement, the payment by
                the Borrower of any waiver or similar fees payable ratably to
                the Lenders after the date hereof)."

                2.      Additional Lenders. (a) On and as of the Revolver
Facility Effective Date, the Additional Lenders shall provide additional
Revolver Commitments to the Borrower,


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and each Continuing Lender shall sell and assign and the Additional Lenders
shall purchase and assume, at the principal amount thereof, such interests in
the Revolver Commitments, the Advances and the Letter of Credit Usage
outstanding on such date, in each case as shall be necessary in order that,
after giving effect to all such increases, assignments and purchases, the
Commitments will be as set forth in Annex II to this Amendment, and the
Commitments, Advances and Letter of Credit Usage will be held by the Lenders
ratably in accordance with their Pro Rata Shares in the Commitments as set forth
in Annex II to this Amendment. Such sales, assignments and purchases shall be
without recourse, representation or warranty, except that (i) each Continuing
Lender represents that it is the legal and beneficial owner of the interests
assigned by it free and clear of any adverse claim and (ii) paragraphs 2, 3 and
5 of Exhibit A-1 to the Loan Agreement are hereby incorporated by reference as
if set forth herein and each Continuing Lender shall be deemed to have made the
representations, warranties and statements of Assignor in such paragraphs and
each Additional Lender shall be deemed to have made the representations,
warranties and statements of Assignee in such paragraphs.

                        (b)     On the Revolver Facility Effective Date, (i) the
Additional Lenders shall pay the purchase price for the Advances purchased by it
pursuant to paragraph (a) of this Section 2 by wire transfer of immediately
available funds to the Agent, not later than 12:00 p.m. California time, and
(ii) the Agent shall promptly pay to each Continuing Lender the purchase price
for Advances sold by it pursuant to paragraph (a) of this Section 2, out of the
amounts received by it pursuant to clause (i) of this paragraph (b), by wire
transfer of immediately available funds to an account designated by such
Continuing Lender.

                        (c)     Borrower and Guarantors hereby consent to the
addition of the Additional Lenders, to the increase in the Revolver Commitments
and to the sales, assignments and purchases provided for in paragraphs (a) and
(b) of this Section 2 and agree that the Additional Lenders shall have all of
the rights of a Lender under the Loan Agreement with respect to the increase in
the Commitments provided by it and the interests purchased by it pursuant to
such paragraphs. Commencing on the Revolver Facility Effective Date, the
Additional Lenders will be parties to the Loan Agreement, agree to be bound by
the terms and conditions of the Loan Agreement and the Loan Documents and will
have all of the rights and obligations of a Lender under the Loan Agreement and
the Loan Documents.


                3.      Waiver and Consent. (a) Pursuant to the request of the
Borrower, the Agent and the Lenders hereby consent to and waive any Event of
Default that would arise by reason of a breach of Section 7.20(b) of the Loan
Agreement as a result of the Loan Parties failing to receive cumulative cash
receipts from sales of fiber and conduit of $4,500,000 for the month ended April
30, 2001, provided that the actual cumulative cash receipts for such month from
sales of fiber and conduit was not less than $3,700,000.

                        (b)     The waiver and consent provided for in this
Section 3 (i) shall become effective only in this specific instance and for the
specific purposes set forth herein and (ii) does not permit any other or further
departure from the terms and conditions of the Loan Agreement or any other Loan
Document, which terms and conditions shall continue in full force and effect.


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                4.      Conditions. The effectiveness of this Amendment is
subject to the fulfillment, in a manner satisfactory to the Agent, of each of
the following conditions precedent (the date such conditions are fulfilled or
waived by the Lenders as hereafter referred to as the "Amendment Effective
Date"):

                        (a)     Representations and Warranties; No Event of
Default. The representations and warranties contained herein, in Section 5 of
the Loan Agreement and in each other Loan Document and certificate or other
writing delivered to the Agent or any Lender pursuant hereto on or prior to the
Amendment Effective Date shall be correct on and as of the Amendment Effective
Date as though made on and as of such date, except to the extent that such
representations and warranties (or any schedules related thereto) expressly
relate solely to an earlier date (in which case such representations and
warranties shall be true and correct on and as of such date); and no Default or
Event of Default shall have occurred and be continuing on the Amendment
Effective Date or would result from this Amendment becoming effective in
accordance with its terms.

                        (b)     Delivery of Documents. The Agent shall have
received on or before the Amendment Effective Date the following, each in form
and substance satisfactory to the Agent and, unless indicated otherwise, dated
the Amendment Effective Date:

                                (i)     a true and correct copy of the
        employment agreement between Mike Miller and the Borrower, certified as
        a true and correct copy thereof by an authorized officer of the
        Borrower;

                                (ii)    a letter agreement between the Agent and
        each of the Additional Lenders, duly executed by each Additional Lender;
        and

                                (iii)   such other agreements, instruments and
        other documents as the Agent may reasonably request.

                        (c)     Revolver Facility Effective Date. Each of the
conditions set forth in Section 3.2 of the Loan Agreement shall have been
satisfied prior to or simultaneously with this Amendment (which satisfaction may
be as a result of the effectiveness of this Amendment).

                        (d)     Proceedings. All proceedings in connection with
the transactions contemplated by this Amendment, and all documents incidental
thereto, shall be satisfactory to the Agent and its counsel, and the Agent and
such counsel shall have received all such information and such counterpart
originals or certified copies of documents as the Agent or such counsel may
reasonably request.

                5.      Representations and Warranties. Each Loan Party hereby
represents and warrants to the Agent and the Lenders as follows:

                        (a)     The representations and warranties herein, in
Section 5 of the Loan Agreement and in each other Loan Document and certificate
or other writing delivered to the Agent or any Lender pursuant hereto on or
prior to the Amendment Effective Date are correct on and as of the Amendment
Effective Date as though made on and as of such date, except to the extent that
such representations and warranties (or any schedules related thereto) expressly
relate


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solely to an earlier date (in which case such representations and warranties are
true and correct on and as of such date); and no Default or Event of Default has
occurred and is continuing on the Effective Date or would result from this
Amendment becoming effective in accordance with its terms.

                        (b)     Such Loan Party (i) is duly organized and
existing and in good standing under the laws of the jurisdiction of its
organization, (ii) has all requisite power and authority to execute, deliver and
perform this Amendment and to perform the Loan Agreement, as amended hereby, and
(iii) is duly qualified to do business in each jurisdiction in which the
character of the properties owned or leased by it or in which the transaction of
its business makes such qualification necessary except where the failure to be
so qualified could not be expected to have a Material Adverse Change.

                        (c)     The execution, delivery and performance by such
Loan Party of this Amendment and the performance by such Loan Party of the Loan
Agreement, as amended by this Amendment, (i) have been duly authorized by all
necessary action, (ii) do not and will not contravene such Loan Party's charter
or by-laws or any applicable law.

                        (d)     The execution, delivery, and performance by such
Loan Party of this Amendment and the performance of the Loan Agreement, as
amended by this Amendment, do not and will not require any registration with,
consent, or approval of, or notice to, or other action with or by, any
Governmental Authority or other Person, except for the approval of the
Bankruptcy Court pursuant to the Orders and except to the extent any such
registration, consent, approval, notice or other action is not required by
reason of the Orders or the Bankruptcy Code.

                        (e)     Subject to the approval of the Bankruptcy Court
pursuant to the Orders, this Amendment and the Loan Agreement, as amended by
this Amendment, when executed and delivered by each Loan Party will be the
legally valid and binding obligations of each Loan Party, enforceable against
each Loan Party in accordance with their respective terms.

                6.      Miscellaneous.

                        (a)     Continued Effectiveness of the Loan Agreement.
Except as otherwise expressly provided herein, the Loan Agreement and the other
Loan Documents are, and shall continue to be, in full force and effect and are
hereby ratified and confirmed in all respects, except that on and after the
Amendment Effective Date (i) all references in the Loan Agreement to "this
Agreement", "hereto", "hereof", "hereunder" or words of like import referring to
the Loan Agreement shall mean the Loan Agreement as amended by this Amendment,
and (ii) all references in the other Loan Documents to which any Loan Party is a
party to the "Loan Agreement", "thereto", "thereof", "thereunder" or words of
like import referring to the Loan Agreement shall mean the Loan Agreement as
amended by this Amendment. Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as an amendment
of any right, power or remedy of the Agent or the Lenders under the Loan
Agreement or any other Loan Document, nor constitute an amendment of any
provision of the Loan Agreement or any other Loan Document.


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                        (b)     Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.

                        (c)     Headings. Section headings herein are included
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                        (d)     Governing Law. This Amendment shall be governed
by, and construed in accordance with, the law of the State of New York except to
the extent governed by the Bankruptcy Code.

                        (e)     Costs and Expenses. The Borrower agrees to pay
on demand all fees, costs and expenses of each Agent in connection with the
preparation, execution and delivery of this Amendment and the other related
agreements, instruments and documents.

                        (f)     Amendment as Loan Document. Each Loan Party
hereby acknowledges and agrees that this Amendment constitutes a "Loan Document"
under the Loan Agreement. Accordingly, it shall be an Event of Default under the
Loan Agreement if (i) any representation or warranty made by Loan Party under or
in connection with this Amendment shall have been untrue, false or misleading in
any material respect when made, or (ii) a Loan Party shall fail to perform or
observe any term, covenant or agreement contained in this Amendment.


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                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date first above written.

                     Borrower:

                     E.SPIRE COMMUNICATIONS, INC.,
                     a Delaware corporation


                     By
                        ----------------------------------------------
                        Title:


                     Guarantors:

                     e.spire Finance Corporation,
                          a Delaware corporation
                     ACSI Network Technologies, Inc.,
                          a Maryland corporation
                     e.spireDATA, Inc.,
                          a Maryland corporation
                     ACSI Local Switched Services, Inc.,
                          a Maryland corporation
                     ACSI Long Distance, Inc.,
                          a Maryland corporation
                     e.spire Leasing Corporation,
                          a Maryland corporation
                     American Communication Services of Albuquerque, Inc.,
                          a Delaware corporation
                     American Communication Services of Amarillo, Inc.,
                          a Maryland corporation
                     American Communication Services of Atlanta, Inc.,
                          a Maryland corporation
                     American Communication Services of Austin, Inc.,
                          a Delaware corporation
                     American Communication Services of Baton Rouge, Inc.,
                          a Maryland corporation
                     American Communication Services of Birmingham, Inc.,
                          a Delaware corporation
                     American Communication Services of Charleston, Inc.,
                          a Delaware corporation
                     American Communication Services of Chattanooga, Inc.,
                          a Delaware corporation
                     American Communication Services of Colorado Springs, Inc.,
                          a Maryland corporation
                     American Communication Services of Columbia, Inc.,
                          a Delaware corporation


<PAGE>   13


                     American Communication Services of Columbus, Inc.,
                          a Maryland corporation
                     American Communication Services of Corpus Christi, Inc.,
                          a Maryland corporation Inc.
                     American Communication Services of Dallas, Inc.,
                          a Maryland corporation
                     American Communication Services of D.C., Inc.,
                          a Maryland corporation
                     American Communication Services of El Paso, Inc.,
                          a Delaware corporation
                     American Communication Services of Fort Worth, Inc.,
                          a Delaware corporation
                     American Communication Services of Greenville, Inc.,
                          a Delaware corporation
                     American Communication Services of Irving, Inc.,
                          a Maryland corporation
                     American Communication Services of Jackson, Inc.,
                          a Maryland corporation
                     American Communication Services of Jacksonville, Inc.,
                          a Maryland corporation
                     American Communication Services of Kansas City, Inc.,
                          a Maryland corporation
                     American Communication Services of Las Vegas, Inc.,
                          a Maryland corporation
                     American Communication Services of Lexington, Inc.,
                          a Delaware corporation
                     American Communication Services of Little Rock, Inc.,
                          a Delaware corporation
                     American Communication Services of Louisiana, Inc.,
                          a Delaware corporation
                     American Communication Services of Louisville, Inc.,
                          a Delaware corporation
                     American Communication Services of Maryland, Inc.,
                          a Maryland corporation
                     American Communication Services of Miami, Inc.,
                          a Maryland corporation
                     American Communication Services of Mobile, Inc.,
                          a Delaware corporation
                     American Communication Services of Montgomery, Inc.,
                          a Maryland corporation
                     American Communication Services of Pima County, Inc.,
                          a Delaware corporation
                     American Communication Services of Rio Rancho, Inc.,
                          a Maryland corporation
                     American Communication Services of Roanoke, Inc.,
                          a Maryland corporation


<PAGE>   14


                     American Communication Services of San Antonio, Inc.,
                          a Delaware corporation
                     American Communication Services of Savannah, Inc.,
                          a Maryland corporation
                     American Communication Services of Shreveport, Inc.,
                          a Maryland corporation
                     American Communication Services of Spartanburg, Inc.,
                          a Maryland corporation
                     American Communication Services of Tampa, Inc.,
                          a Maryland corporation
                     American Communication Services of Tulsa, Inc.,
                          a Maryland corporation
                     American Communication Services of Virginia, Inc.,
                          a Virginia corporation
                     American Communication Services International, Inc.,
                          a Delaware corporation
                     ACSI Local Switched Services of Virginia, Inc.,
                          a Virginia corporation
                     Cybergate, Inc.,
                          a Florida corporation
                     FloridaNet, Inc.,
                          a Florida corporation


                     Each by:
                             -------------------------------------------------
                              Title:


<PAGE>   15


                                        Agents and Continuing Lenders:

                                        FOOTHILL CAPITAL CORPORATION


                                        By
                                          --------------------------------------
                                          Title:


                                        ABLECO FINANCE LLC


                                        By
                                          --------------------------------------
                                          Title:

                                        Additional Lenders:


                                        ----------------------------------------
                                        GEORGE SCHMITT


<PAGE>   16


                                     ANNEX I


Continuing Lenders:

Foothill Capital Corporation
Ableco Finance LLC


Additional Lenders:

George Schmitt