<PAGE>   1
                                                                   Exhibit 10.57


                                                               EXECUTION VERSION



                          e.spire COMMUNICATIONS, INC.
                           e.spire FINANCE CORPORATION

                                SECOND AMENDMENT
               TO THE FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                THIS SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of January 9, 2001 and entered into by
and among e.spire Communications, Inc., a Delaware corporation ("COMPANY"),
e.spire Finance Corporation, a Delaware Corporation ("FINANCE SUB"; Finance Sub
and the Company, collectively referred to as "BORROWERS"), the financial
institutions listed on the signature pages hereof ("LENDERS") and The Bank of
New York, as administrative agent for Lenders (in such capacity, "ADMINISTRATIVE
AGENT"), and CIT Lending Services Corporation, as collateral agent, and, for
purposes of Section 3 hereof, the Subsidiaries of Finance Sub listed on the
signature pages hereof ("SUBSIDIARY GUARANTORS") and is made with reference to
that certain First Amended and Restated Credit Agreement, dated as of September
19, 2000 (as amended by that certain First Amendment to the First Amended and
Restated Credit Agreement dated as of November 13, 2000 and otherwise modified
through the date hereof, the "CREDIT AGREEMENT"), by and among Company, Finance
Sub, Lenders and Agents. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

                WHEREAS, Borrowers desire Lenders to modify the Cash Balance
Requirement for the period between January 8, 2001 and February 7, 2001 as
described herein; and

                WHEREAS, Borrowers and Lenders desire to amend certain other
provisions of the Credit Agreement as described herein;

                NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

                A.      Subsection 1.1 of the Credit Agreement is hereby amended
by deleting the definition of "Cash Balance Requirement" therefrom in its
entirety and substituting the following therefor:

                "CASH BALANCE REQUIREMENT" means, as of any date of
        determination, the Cash Balances of the Company and its Restricted
        Subsidiaries shall be at least an amount equal to (i) for the period
        commencing on January 8, 2001 through February 7, 2001, the aggregate
        amount of accrued and unpaid Cash interest on the Loans in excess of
        amounts held on deposit in the Interest Reserve Account (as defined in
        subsection 5.14) and (ii) for the period commencing February 8, 2001 and
        thereafter, the sum of (a) $30,000,000


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        plus (b) the aggregate amount of accrued and unpaid Cash interest on the
        Loans (in excess of amounts held on deposit in the Interest Reserve
        Account) and the Existing Senior Notes.

                B.      Subsection 1.1 of the Credit Agreement is hereby further
amended by (i) deleting the definition of "Interest Payment Adjustment Date"
therefrom in its entirety and (ii) amending the definition of "Interest Payment
Date" to read in its entirety as follows:

                "INTEREST PAYMENT DATE" means (i) with respect to any Base Rate
        Loan, the last Business Day of each calendar month, and (ii) with
        respect to any Eurodollar Rate Loan, the last day of each Interest
        Period applicable to such Loan.

                C.      Subsection 2.2B of the Credit Agreement is hereby
amended by deleting all of the first sentence thereof up to and including the
semi-colon preceding the proviso and substituting the following therefor:

                "In connection with each Eurodollar Rate Loan, the applicable
        Borrower shall, pursuant to the applicable Notice of
        Conversion/Continuation select an interest period (each an "INTEREST
        PERIOD") to be applicable to such Loan, which Interest Period shall be a
        one-month period;"

                D.      Subsection 2.2B(ix) of the Credit Agreement is hereby
amended by deleting the reference to "ten (10)" contained therein and
substituting "one (1)" therefor.

                E.      Subsection 5.1(xxi) of the Credit Agreement is hereby
amended by adding the following clause at the end thereof:

        "and on a daily basis shall deliver or have delivered to Administrative
        Agent a cash report demonstrating the Cash Balances of the Company and
        its Restricted Subsidiaries as of the end of the prior day".

                F.      Subsection 5.11 of the Credit Agreement is hereby
amended by adding the following sentence as the penultimate sentence thereof:

                "No later than February 7, 2001, Borrowers shall have taken all
        action and executed all documents reasonably requested by Administrative
        Agent to cause all Deposit Accounts (including, without limitation, each
        Deposit Account listed on Schedule 4.18) of Company and each Subsidiary
        to be subject to Collateral Account Agreements giving Administrative
        Agent, for the benefit of Lenders, a First Priority perfected security
        interest in such accounts."

                G.      Section 5 of the Credit Agreement is hereby amended by
adding the following subsection 5.14 thereto:

                "5.14   INTEREST RESERVE ACCOUNT.

                On January 9, 2001, Borrowers shall establish a blocked deposit
        account with and in the name of Administrative Agent to be designated
        the "e.spire interest reserve


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        account" (the "INTEREST RESERVE ACCOUNT"). Borrowers shall deposit on
        January 9, 2001 and on each Interest Payment Date thereafter, an amount
        equal to the aggregate amount of interest payable on the Loans on the
        next succeeding Interest Payment Date with respect to each Base Rate
        Loan and Eurodollar Rate Loan. Administrative Agent may, and Borrowers
        hereby authorize Administrative Agent to, apply any funds in the
        Interest Reserve Account to the payment of interest due or to become due
        on the next Interest Payment Date; provided that if any such application
        of funds from the Interest Reserve Account results in an overpayment of
        interest due on any Interest Payment Date as a result of a prepayment of
        the Loans or otherwise, Administrative Agent shall refund to Borrowers
        the amount of such overpayment."

                H.      Subsection 7.3 of the Credit Agreement is hereby amended
by deleting it in its entirety and substituting the following therefor:

        "7.3    BREACH OF CERTAIN COVENANTS.

                Failure of either Borrower to perform or comply with any term or
        condition contained in subsections 2.5, 5.2, 5.11, 5.13 or 5.14 or
        Section 6 of this Agreement; or"

SECTION 2. REPRESENTATIONS AND WARRANTIES

                In order to induce Lenders to enter into this Amendment,
Borrowers hereby represent and warrant that:

                (a) each Borrower has all requisite corporate power and
        authority to enter into this Amendment and to carry out the transactions
        contemplated by, and perform its obligations under, the Credit Agreement
        as amended by this Amendment (the "AMENDED AGREEMENT");

                (b) the execution and delivery of this Amendment and the
        performance of the Amended Agreement have been duly authorized by all
        necessary corporate action on the part of each Borrower;

                (c) the execution and delivery by each Borrower of this
        Amendment and the performance by each Borrower of the Amended Agreement
        do not and will not (i) violate any provision of any law or any
        governmental rule or regulation applicable to each Borrower or any of
        its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws
        of each Borrower or any of its Subsidiaries or any order, judgment or
        decree of any court or other agency of government binding on a Borrower
        or any of its Subsidiaries, (ii) conflict with, result in a breach of or
        constitute (with due notice or lapse of time or both) a default under
        any Contractual Obligation of any Borrower or any of its Subsidiaries,
        (iii) result in or require the creation or imposition of any Lien upon
        any of the properties or assets of any Borrower or any of its
        Subsidiaries (other than Liens created under any of the Loan Documents
        in favor of Agent on behalf of Lenders), or (iv) require any approval of
        stockholders or any approval or consent of any Person under any
        Contractual Obligation of any Borrower or any of its Subsidiaries;


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                (d) the execution and delivery by each Borrower of this
        Amendment and the performance by each Borrower of the Amended Agreement
        do not and will not require any registration with, consent or approval
        of, or notice to, or other action to, with or by, any federal, state or
        other governmental authority or regulatory body;

                (e) this Amendment and the Amended Agreement have been duly
        executed and delivered by each Borrower and are the legally valid and
        binding obligations of each Borrower, enforceable against each Borrower
        in accordance with their respective terms, except as may be limited by
        bankruptcy, insolvency, reorganization, moratorium or similar laws
        relating to or limiting creditors' rights generally or by equitable
        principles relating to enforceability.

                (f) after giving effect to this Amendment, there exists no Event
        of Default or Potential Event of Default under the Credit Agreement;

                (g) after giving effect to this Amendment, all representations
        and warranties contained in the Credit Agreement and the other Loan
        Documents are true, correct and complete in all material respects on and
        as of the date hereof except to the extent such representations and
        warranties specifically relate to an earlier date, in which case they
        were true, correct and complete in all material respects on and as of
        such earlier date; and

                (h) after giving effect to this Amendment, Borrowers have
        performed all agreements to be performed on their part as set forth in
        the Credit Agreement.

SECTION 3. ACKNOWLEDGMENT AND CONSENT

                Borrowers and Subsidiary Guarantors are collectively referred to
herein as "CREDIT SUPPORT PARTIES" and the Company Guaranty, the Subsidiary
Guaranty and the Collateral Documents to which each Borrower and Subsidiary
Guarantor, as applicable, are party are herein referred to collectively as the
"CREDIT SUPPORT DOCUMENTS." Each Loan Party hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment.
Each Loan Party hereby confirms that each Credit Support Document to which it is
a party or otherwise bound and all Collateral encumbered thereby will continue
to guaranty or secure, as the case may be, to the fullest extent possible the
payment and performance of all "Guarantied Obligations" and "Secured
Obligations" as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such "Guarantied Obligations" or "Secured Obligations,"
as the case may be, in respect of the Obligations of Borrowers now or hereafter
existing under or in respect of the Credit Agreement. Each Credit Support Party
acknowledges and agrees that any of the Credit Support Documents to which it is
a party or otherwise bound shall continue in full force and effect and that all
of its obligations thereunder shall be valid and enforceable and shall not be
impaired or limited by the execution or effectiveness of this Amendment. Each
Credit Support Party (other than Borrowers) acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to this Amendment and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan


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Document shall be deemed to require the consent of such Credit Support Party to
any future consents or waivers to the Credit Agreement.

                Each of the Credit Support Parties hereby acknowledges and
confirms that it does not have any grounds and hereby agrees not to challenge
(or to allege or to pursue any matter, cause or claim arising under or with
respect to) the Credit Agreement or any of the other Loan Documents (including,
without limitation, any of the Credit Support Documents), any of the terms or
conditions thereof or thereunder, or the status of any thereof as legal, valid
and binding obligations enforceable in accordance with their respective terms;
and it does not possess (and hereby forever waives, remises, releases,
discharges and holds harmless the Lenders and the Agent, and their respective
affiliates, stockholders, directors, officers, employees, attorneys, agents and
representatives and each of their respective heirs, executors, administrators,
successors and assigns (collectively, the "INDEMNIFIED PARTIES") from and
against, and agrees not to allege or pursue) any action, cause of action, suit,
debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition,
demand and other right of action whatsoever, whether in law, equity or otherwise
(which it, all those claiming by, through or under it, or its successors or
assigns, have or may have) against the Indemnified Parties, or any of them,
prior to or as of the date of this Amendment and the effective date of this
Amendment for, upon, or by reason of, any matter, cause or thing whatsoever,
arising out of, or relating to the Credit Agreement or any of the other Loan
Documents (including, without limitation, any of the Credit Support Documents)
(including, without limitation, any payment, performance, validity or
enforceability of any or all of the terms or conditions thereof or thereunder)
or any transaction relating to any of the foregoing, or any or all actions,
courses of conduct or other matters in any manner whatsoever relating to or
otherwise connected with any of the foregoing.

SECTION 4. MISCELLANEOUS

                A.      REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

                (i)     On and after the Effective Date (as defined below), each
        reference in the Credit Agreement to "this Agreement", "hereunder",
        "hereof", "herein" or words of like import referring to the Credit
        Agreement, and each reference in the other Loan Documents to the "Credit
        Agreement", "thereunder", "thereof" or words of like import referring to
        the Credit Agreement shall mean and be a reference to the Amended
        Agreement.

                (ii)    Except as specifically amended by this Amendment, the
        Credit Agreement and the other Loan Documents shall remain in full force
        and effect and are hereby ratified and confirmed.

                (iii)   The execution, delivery and performance of this
        Amendment shall not, except as expressly provided herein, constitute a
        waiver of any provision of, or operate as a waiver of any right, power
        or remedy of Agents or any Lender under, the Credit Agreement or any of
        the other Loan Documents.


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                B.      FEES AND EXPENSES. Borrowers acknowledge that all costs,
fees and expenses as described in subsection 9.2 of the Credit Agreement
incurred by Agents and their counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrowers. Borrowers shall concurrently with the execution and delivery of this
Amendment pay all accrued and unpaid fees of O'Melveny & Myers LLP and Wachtell
Lipton Rosen & Katz, counsel to Administrative Agent, for which invoices shall
have been received by Company on or prior to the date of the execution and
delivery of this Amendment.

                C.      HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                D.      APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO INCONSISTENT CONFLICTS OF LAWS
PRINCIPLES.

                E.      EFFECTIVENESS. This Amendment shall become effective
retroactive to January 8, 2001 upon (i) the execution of counterparts hereof by
Borrowers and Subsidiary Guarantors and by Lenders constituting Requisite
Lenders and receipt by Borrowers and Administrative Agent of written or
telephonic notification of such execution and authorization of delivery thereof
and (ii) payment of the expenses referenced in Section 4.B hereof.

                F.      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

                           [signature page to follow]


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

                                         BORROWERS:

                                         e.spire COMMUNICATIONS, INC.


                                         By: /s/ BRADLEY E. SPARKS
                                            ----------------------------------
                                            Title:
                                                  ----------------------------


                                         e.spire FINANCE CORPORATION


                                         By: /s/ BRADLEY E. SPARKS
                                            ----------------------------------
                                            Title:
                                                  ----------------------------


                                         LENDERS:


                                         THE BANK OF NEW YORK, individually
                                         and as Administrative Agent


                                         By: /s/ GERRY GRANOVSKY
                                            ----------------------------------
                                            Title: Vice President
                                                  ----------------------------


                                         CIT LENDING SERVICES CORPORATION,
                                         individually and as Collateral Agent


                                         By: [SIG]
                                            ----------------------------------
                                            Title: Vice President
                                                  ----------------------------



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                                         CARGILL FINANCIAL SERVICES CORPORATION


                                         By: /s/ PATRICK J. HALLORAN
                                            ----------------------------------
                                            Title: Vice President
                                                  ----------------------------


                                         BANKERS LIFE AND CASUALTY COMPANY


                                         By: [SIG]
                                            ----------------------------------
                                            Title: Vice President
                                                  ----------------------------
                                           BY CONSECO CAPITAL MANAGEMENT, INC.
                                           ACTING AS INVESTMENT ADVISOR.


                                         CONSECO ANNUITY ASSURANCE COMPANY


                                         By: [SIG]
                                            ----------------------------------
                                            Title: Vice President
                                                  ----------------------------
                                           BY CONSECO CAPITAL MANAGEMENT, INC.
                                           ACTING AS INVESTMENT ADVISOR.


                                         DEUTSCHE BANK AG NEW YORK BRANCH


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


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


                                         FOOTHILL CAPITAL CORPORATION


                                         By: [SIG]
                                            ----------------------------------
                                            Title: Vice President
                                                  ----------------------------


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                                         FRANKLIN FLOATING RATE TRUST


                                         By: /s/ CHAUNCEY LUFKIN
                                            ----------------------------------
                                            Title: Vice President
                                                  ----------------------------


                                         MERRILL LYNCH GLOBAL
                                         INVESTMENT SERIES INCOME
                                         STRATEGIES PORTFOLIO

                                         By: Merrill Lynch Investment Managers,
                                             L.P., as Investment Advisor


                                         By: /s/ ANDREW C. LIGGIO
                                            ----------------------------------
                                            Title:
                                                  ----------------------------
                                                   Andrew C. Liggio
                                                   Authorized Signatory


                                         MERRILL LYNCH SENIOR FLOATING
                                         RATE FUND INC.


                                         By: /s/ ANDREW C. LIGGIO
                                            ----------------------------------
                                            Title:
                                                  ----------------------------
                                                   Andrew C. Liggio
                                                   Authorized Signatory


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                                         FOR PURPOSES OF SECTION 3 ONLY:

                                         SUBSIDIARY GUARANTORS:

                                         e.spire LEASING CORPORATION

                                         e.spireDATA, INC.

                                         ACSI LOCAL SWITCHED SERVICES, INC.

                                         ACSI LOCAL SWITCHED SERVICES OF
                                         VIRGINIA, INC.

                                         ACSI LONG DISTANCE, INC.

                                         ACSI NETWORK TECHNOLOGIES, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         ALBUQUERQUE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         AMARILLO, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         ATLANTA, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         AUSTIN, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         BATON ROUGE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         BIRMINGHAM, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         BOISE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         CHARLESTON, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         CHATTANOOGA, INC.


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                                         AMERICAN COMMUNICATION SERVICES OF
                                         COLORADO SPRINGS, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         COLUMBIA, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         COLUMBUS, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         CORPUS CHRISTI, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         DALLAS, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         D.C., INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         EL PASO, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         FORT WORTH, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         GREENVILLE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         HUNTSVILLE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         IRVING, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         JACKSON, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         JACKSONVILLE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         KANSAS CITY, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         LAS VEGAS, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         LEXINGTON, INC.


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                                         AMERICAN COMMUNICATION SERVICES OF
                                         LITTLE ROCK, INC.

                                         AMERICAN COMMUNICATION SERVICES, OF
                                         LOUISIANA, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         LOUISVILLE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         LUBBOCK, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         MARYLAND, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         MIAMI, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         MOBILE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         MONTGOMERY, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         PIMA COUNTY, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         RIO RANCHO, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         ROANOKE, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         SAN ANTONIO, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         SAVANNAH, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         SHREVEPORT, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         SPARTANBURG, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         TAMPA, INC.


                                       S-6
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                                         AMERICAN COMMUNICATION SERVICES OF
                                         TULSA, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         VIRGINIA, INC.

                                         AMERICAN COMMUNICATION SERVICES OF
                                         WILMINGTON, INC.

                                         AMERICAN COMMUNICATIONS SERVICES
                                         INTERNATIONAL, INC.

                                         CYBERGATE, INC.

                                         FLORIDANET, INC.


                                         Each by: /s/ BRADLEY E. SPARKS
                                                 -------------------------------
                                         Name:
                                         Title:  Authorized Signatory of each of
                                                 the foregoing Subsidiary
                                                 Guarantors



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