EXHIBIT 10.20

                        FIFTH AMENDMENT TO SECOND AMENDED
                           AND RESTATED LOAN AGREEMENT


         THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the
"Agreement") is made and entered into as of this ___ day of November, 1999,
between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation having an
office at 3379 Peachtree Road, N.E., Suite 600, Atlanta, Georgia 30326, as
lender and agent ("Lender"), and BUSINESS TELECOM, INC., a North Carolina
corporation having an office at 4300 Six Forks Road, Raleigh, North Carolina
27609 ("Borrower").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, Lender and Borrower are party to that certain Second Amended
and Restated Loan Agreement, dated as of September 22, 1997 (as the same has
been amended by (i) that certain First Amendment to Second Amended and Restated
Loan Agreement, dated May 6, 1998, (ii) that certain Second Amendment to Second
Amended and Restated Loan Agreement, dated June 30, 1998, (iii) that certain
Third Amendment to Second Amended and Restated Loan Agreement, dated July 15,
1999, and (iv) that certain Fourth Amendment to Second Amended and Restated Loan
Agreement, dated September 8, 1999, as so amended, the "Loan Agreement;" all
capitalized terms used herein and not otherwise expressly defined herein shall
have the respective meanings given to such terms in the Loan Agreement); and

         WHEREAS, Lender and Borrower desire to amend the Loan Agreement as set
forth herein.

         NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

               1. Amendments to the Loan Agreement. The Loan Agreement is hereby
          amended as follows:

               (1) The Loan Agreement is hereby amended by making the following
          changes to Section 6.11 thereof:

               (1) Section 6.11(a) is hereby deleted in its entirety and the
          following is inserted in lieu thereof:

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               (a) Minimum Consolidated Interest Coverage Ratio. Borrower shall
          not permit its Consolidated Interest Coverage Ratio as of the end of
          any of the following Fiscal Quarters to be less than the respective
          ratio shown opposite thereto:

                                         Minimum Consolidated
       Fiscal Quarter                  Interest Coverage Ratio

Fourth Quarter 1999                              n/a
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

First Quarter 2000                               n/a
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

Second Quarter 2000                          1.25 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

Third Quarter 2000                           1.40 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

Fourth Quarter 2000                          1.40 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

First Quarter 2001                           1.40 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

Second Quarter 2001                          1.40 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

Third Quarter 2001                           1.40 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

Fourth Quarter 2001                          1.40 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

First Quarter 2002                           2.00 to 1.0
------------------------------ -----------------------------------------
------------------------------ -----------------------------------------

Second Quarter 2002                          2.00 to 1.0
------------------------------ -----------------------------------------

(2)   Section 6.11(b) is hereby deleted in its entirety and the following
      is inserted in lieu thereof:

               (b) Maximum Capital Expenditures.

               (i) Borrower shall not permit its Capital Expenditures for Fiscal
          Year 1999 to exceed $102,500,000.

               (ii) Borrower shall not permit its Capital Expenditures for
          Fiscal Year 2000 to exceed (A) $110,000,000 plus (B) one hundred
          percent (100%) of that portion, if any, of the permitted maximum
          Capital Expenditures for Fiscal Year 1999 which were not expended by
          Borrower during such year.

               (iii) Borrower shall not permit its Capital Expenditures for
          Fiscal Year 2001 to exceed $45,000,000.

               (iv) Borrower shall not permit its Capital Expenditures for
          Fiscal Year 2002 to exceed $35,000,000.


<PAGE>


(3)      Section 6.11(d) is hereby deleted in its entirety and the following is
         inserted in lieu thereof:

               (d) Minimum EBITDA. Borrower shall not permit its cumulative
          EBITDA for the four (4) Fiscal Quarters ending on the last day of the
          Fiscal Quarters set forth below to be less than the respective amount
          shown opposite thereto:

--------------------------------- ----------------------------------------
Four (4) Fiscal Quarters Ending             Minimum Cumulative
        on Last Day of:                           EBITDA
--------------------------------- ----------------------------------------
Third Quarter 1999                             $350,000
--------------------------------- ----------------------------------------
Fourth Quarter 1999                        $ 930,668
--------------------------------- ----------------------------------------
First Quarter 2000                         $3,122,757
--------------------------------- ----------------------------------------
Second Quarter 2000                        $6,484,095
--------------------------------- ----------------------------------------
Third Quarter 2000                         $13,353,962
--------------------------------- ----------------------------------------
Fourth Quarter 2000                        $21,717,680
--------------------------------- ----------------------------------------
First Quarter 2001                         $30,565,000
--------------------------------- ----------------------------------------
Second Quarter 2001                        $39,115,000
--------------------------------- ----------------------------------------
Third Quarter 2001                         $48,825,000
--------------------------------- ----------------------------------------
Fourth Quarter 2001                        $59,355,000
--------------------------------- ----------------------------------------
First Quarter 2002                         $70,340,000
--------------------------------- ----------------------------------------
Second Quarter 2002                        $81,665,000
--------------------------------- ----------------------------------------

(4)      Section 6.11(f) is hereby deleted in its entirety and the following is
         inserted in lieu thereof:

               (f) Minimum Revenue. Borrower shall not permit its cumulative
          Consolidated Revenue for the trailing four (4) Fiscal Quarters ending
          on the last day of the Fiscal Quarters set forth below to be less than
          the respective amount shown opposite thereto:


<PAGE>


         Fiscal Quarter                       Minimum Revenue

Third Quarter 1999                         $190,586,000
Fourth Quarter 1999                        $198,850,949
First Quarter 2000                         $210,869,422
Second Quarter 2000                        $228,979,838
Third Quarter 2000                         $247,283,013
Fourth Quarter 2000                        $267,664,778
First Quarter 2001                         $292,721,334

(5)      Section 6.11(g) is hereby deleted in its entirety and the following is
         inserted in lieu thereof:

               (g) BofA Leverage Ratio. Borrower shall not permit its BofA
          Leverage Ratio as of the last day of the Fiscal Quarters set forth
          below to be less than the respective ratio shown opposite thereto:

         Fiscal Quarter                    BofA Leverage Ratio
Third Quarter 1999                                 n/a
Fourth Quarter 1999                                n/a
First Quarter 2000                                 n/a
Second Quarter 2000                           10.50 to 1.0
Third Quarter 2000                             5.00 to 1.0
Fourth Quarter 2000                            4.00 to 1.0
First Quarter 2001                             4.00 to 1.0
Second Quarter 2001                            4.0 to 1.0
Third Quarter 2001                             4.0 to 1.0
Fourth Quarter 2001                            4.0 to 1.0
First Quarter 2002                             4.0 to 1.0
Second Quarter 2002                            4.0 to 1.0


<PAGE>



                           (b) The Loan Agreement is hereby further amended by
                  adding the new Section 6.21 thereto:

                           SECTION 6.21 Minimum Equity Infusion by March 31,
         2000. Notwithstanding any other provision herein, the Borrower agrees
         that the following shall have occurred no later than March 31, 2000:
         (a) an Equity Issuance or an IPO with respect to which aggregate gross
         proceeds are equal to or greater than $135,000,000 and the Borrower
         shall have received such proceeds in a manner acceptable to the Agent;
         or (b) an Equity Issuance and an IPO with respect to which the combined
         aggregate gross proceeds are equal to or greater than $135,000,000 and
         the Borrower shall have received such proceeds in a manner acceptable
         to Agent.

2. Representations, Warranties, Covenants and Acknowledgments; Release. To
induce Lender to enter into this Agreement:

               (1) Borrower does hereby represent and warrant that (i) as of the
          date hereof, all of the representations and warranties made or deemed
          to be made under the Loan Documents are true and correct, except such
          representations and warranties which, by their express terms, are
          applicable only to the Closing Date, (ii) as of the date hereof, after
          giving effect to the terms hereof, there exists no Default or Event of
          Default under the Loan Agreement or any of the Loan Documents, (iii)
          Borrower has the power and is duly authorized to enter into, deliver
          and perform this Agreement, and (iv) this Agreement and each of the
          Loan Documents is the legal, valid and binding obligation of the
          Borrower enforceable against it in accordance with its terms; and

               (2) Borrower does hereby reaffirm each of the agreements,
          covenants, and undertakings set forth in the Loan Agreement and each
          and every other Loan Document executed in connection therewith or
          pursuant thereto as if Borrower were making said agreements, covenants
          and undertakings on the date hereof; and

               (3) Borrower does hereby acknowledge and agree that no right of
          offset, defense, counterclaim, claim, causes of action or objection in
          favor of Borrower against Lender exists arising out of or with respect
          to (i) the Obligations, this Agreement, the Loan Agreement or any of
          the other Loan Documents, (ii) any other documents now or heretofore
          evidencing, securing or in any way relating to the foregoing or (iii)
          the administration or funding of the Revolving Credit Loans or the
          Capex Facility; and

               (4) Borrower does hereby expressly waive, release and relinquish
          any and all defenses, setoffs, claims, counterclaims, causes of action
          or objections, if any, against Lender. (1)

<PAGE>



               3. Conditions Precedent. The effectiveness of this Agreement is
          subject to the following conditions precedent:

               (1) Delivery of Documents. Borrower shall have delivered to
          Lender, all in form and substance acceptable to Lender in its sole
          discretion, (i) executed counterpart originals of this Agreement, (ii)
          an Acknowledgment and Consent of Guarantor, in form and substance
          satisfactory to Lender, (iii) an Acknowledgment and Consent of Bank of
          America, N.A., as agent and lender, in form and substance satisfactory
          to Lender, and (iv) such other documentation as Lender may reasonably
          require in connection herewith; and

               (2) Accuracy of Representations and Warranties. All of the
          representations and warranties made or deemed to be made in this
          Agreement and under the Loan Documents shall be true and correct as of
          the date of this Agreement, except such representations and warranties
          which, by their terms, are applicable to a prior specific date or
          period; and

               (3) Expenses. Borrower shall have paid to Lender the costs and
          expenses referred to in Section 5 hereof; and

               (4) Fees. Borrower shall have paid to Lender the amendment fee
          described in that certain side letter, dated of even date herewith,
          between Borrower and Lender, which amendment fee shall be deemed fully
          earned as of the date hereof.

4. Effect of this Agreement. As expressly amended hereby, the Loan Agreement
shall be and remain in full force and effect as originally written, and shall
constitute the legal, valid, binding and enforceable obligations of Borrower to
Lender.

5. Expenses. Borrower agrees to pay on demand all reasonable costs and expenses
of Lender in connection with the preparation, execution, delivery and
enforcement of this Agreement and all other documents and any other transactions
contemplated hereby, including, without limitation, the reasonable fees and
out-of-pocket expenses of legal counsel to Lender. Borrower authorizes Lender,
as Agent, to charge the foregoing expenses to the Borrower's loan account by
increasing the principal amount of the Revolving Credit Loans by the amount of
such expenses owed by Borrower in connection herewith.



<PAGE>


6. Miscellaneous. Borrower agrees to take such further action as Lender shall
reasonably request in connection herewith to evidence the amendments herein
contained to the Loan Agreement. This Agreement 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 to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument. This Agreement shall be binding upon and inure to the benefit of the
successors and permitted assigns of the parties hereto. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Georgia.



                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


<PAGE>



         IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to
be duly executed as of the date first above written.

                                  BUSINESS TELECOM, INC.

                                  By:____________________________________
                                       Name:
                                       Title:

                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION, AS AGENT AND LENDER

                                  By:____________________________________
                                       Elaine L. Moore
                                       Senior Vice President as duly authorized


<PAGE>



672946
                          ACKNOWLEDGMENT AND AGREEMENT

         Each of the undersigned hereby acknowledges and agrees to the foregoing
Fifth Amendment to Second Amended and Restated Loan Agreement.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this ___ day of November, 1999.


                                       BTI TELECOM CORP.


                                       By:_________________________________
                                       Its:_________________________________


                                       BUSINESS TELECOM OF VIRGINIA, INC.


                                       By:_________________________________
                                       Its:_________________________________


                                       FS MULTIMEDIA, INC.


                                       By:_________________________________
                                       Its:_________________________________



                          ACKNOWLEDGMENT AND AGREEMENT

         The undersigned hereby acknowledges that the foregoing Fifth Amendment
to Second Amended and Restated Loan Agreement shall not affect the
enforceability or validity of any Loan Document executed by the undersigned.


                                      ________________________________(Seal)
                                      Peter T. Loftin
                                      Date:


<PAGE>



672946
                           ACKNOWLEDGMENT AND CONSENT


         The undersigned, as agent and lender, hereby acknowledges and consents
to the foregoing Fifth Amendment to Second Amendment and Restated Loan
Agreement. Notwithstanding anything to the contrary contained therein, the
undersigned, as agent and lender, hereby acknowledges and agrees that the Fifth
Amendment does not breach in any manner that certain Intercreditor Agreement,
dated September 8, 1999, among General Electric Capital Corporation, Bank of
America, N.A., Business Telecom, Inc., BTI Telecom Corp., Business Telecom of
Virginia, Inc. and FS Multimedia, Inc.

         IN WITNESS WHEREOF, the undersigned has hereunto set its hand and seal
this ______ day of November, 1999.



                                    BANK OF AMERICA, N.A., AS AGENT AND LENDER



                                    By:_________________________________
                                    Its:_________________________________