AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.5

Execution Copy

AMENDMENT NO. 1

TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2003, is made among Cbeyond Communications, LLC, a Delaware limited liability company (“Borrower”), Cbeyond Communications, Inc., a Delaware corporation (“Holdings”), Cbeyond Leasing, LP, a Delaware limited partnership (“Additional Borrower”) and Cisco Systems Capital Corporation, a Nevada corporation (“Lender” or “Agent”).

WHEREAS, Borrower, Holder, Additional Borrower, Agent and the several financial institutions from time to time party thereto entered into a Second Amended and Restated Credit Agreement dated as of November 1, 2002 (as amended, the “Credit Agreement”);

WHEREAS, the parties have agreed to amend the interest rate accruing with respect to outstanding principal amounts previously borrowed under the Credit Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows

SECTION 1 Definitions; Interpretation.

(a) Terms Defined in Credit Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

(b) Interpretation. The rules of interpretation set forth in Section 1.2 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

SECTION 2 Amendments to the Credit Agreement. The first paragraph of Section l (d) of the Schedule of Additional Terms to the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(i) Commencing July 1,2003 and until the applicable maturity date, Borrower agrees to pay interest on the unpaid principal amount of each Loan made hereunder on or before June 30,2003, on the last day of each calendar quarter (each a “Quarterly Date”), at a rate per annum equal at all times during each Interest Period for such loan to 3.35% plus the applicable margin as set forth in the table below (the “Applicable Margin”); and (ii) Borrower

agrees to pay interest on the unpaid principal amount of each Loan made hereunder on or after July 1,2003 from the date such Loan was made until the maturity thereof, on each Quarterly Date, at a rate per m u m equal at all times during each Interest Period for such loan to LIBOR for such Interest Period & the Applicable Margin.”

SECTION 3 Effectiveness of this Amendment. The amendments contained in Section 1 shall become effective as of July 1, 2003, provided that the following conditions shall have been satisfied on a date (the “Closing Date”) occurring on or prior to July 31, 2003:

(a) Agent shall have received from each party thereto a counterpart of (i) this Amendment, (ii) the Release, dated as of the Closing Date, by each Loan Party in favor of Cisco Systems and CSCC, (iii) Acknowledgement and Confirmation of Security Documents, dated as of the Closing Date, by each Loan Party and (iv) the Letter Agreement dated June 1 I, 2003, among Borrower, Xxxxxxx Xxxxx and Agent.

(b) There shall be no Default or Event of Default continuing as of the Closing Date under the Credit Agreement, and Agent shall have received a certificate of a Responsible Officer of Holdings and Borrower, dated the Closing Date, to such effect.

(c) Agent shall have received the following, in form and substance satisfactory to Agent and each Lender: (i) evidence that all approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; and (ii) a certificate of the Secretary or other appropriate officer of each Loan Party, dated the Closing Date certifying (A) copies of the Organization Documents of such Loan Party and the resolutions adopted by such Loan Party and other actions taken or adopted by such Loan Party authorizing the execution, delivery and performance of the Loan Documents, and (B) the incumbency, authority and signatures of each officer of such Loan Party authorized to execute and deliver the Loan Documents and act with respect thereto.

(d) Agent shall have received legal opinions of legal counsel to the Loan Parties, dated the Closing Date, in form and substance satisfactory to Agent and each Lender.

(e) Agent shall have received, in form and substance satisfactory to Agent and each Lender, evidence of insurance coverage, together with evidence that Agent has been named as loss payee under all policies of property insurance and as additional insured under all policies of liability insurance, in each case as required by the Collateral Documents.

(f) Borrower shall have paid (i) all fees then due in accordance with the Fee Letter, and (ii) all invoiced costs and expenses then due in accordance with Section 8.4.

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(g) Agent shall have received a completed Compliance Certificate of a Responsible Officer of Holdings and Borrower, as of the end of the fiscal quarter immediately preceding the Closing Date, with respect to any of the financial covenants set forth in Section 5.1 in effect as of such date.

(h) The parties hereto shall have delivered to Agent all other information and/or documentation reasonably requested by Agent.

SECTION 4 General Representations and Warranties. Borrower, Additional Borrower and Holdings each hereby represents and warrants to Agent that each of the representations and warranties of such party contained in the Credit Agreement (as amended hereby) are true and correct in all material respects as of the date hereof and Agent shall be entitled to rely on such representations and warranties as if they were made to Agent in this Amendment as of the date hereof.

SECTION 5 Miscellaneous.

(a) Credit Agreement Otherwise Not Affected. Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. Agent’s execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith (collectively, the “Amendment Documents”) shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents or waivers in the future.

(b) No Reliance. Each of Borrower and Additional Borrower hereby acknowledges and confirms to Agent that Borrower is executing this Amendment and the other Amendment Documents on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.

(c) Binding Effect. This Amendment shall be binding upon, inure to the benefit of and be enforceable by Borrower, Additional Borrower, Agent, Holdings and their respective successors and assigns.

(d) Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

(e) Complete Agreement: Amendments. This Amendment, together with the other Loan Documents, contains the entire and exclusive agreement of the parties hereto and thereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto. This Amendment may not be modified, amended or otherwise altered except in accordance with the terms of Section 8.1 of the Credit Agreement.

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(f) Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Amendment shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Amendment, or the validity or effectiveness of such provision in any other jurisdiction.

(g) 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 shall be deemed to be an original and all of which taken together shall constitute but one and the Same agreement.

(h) Interpretation. This Amendment and the other Amendment Documents are the result of negotiations between and have been reviewed by counsel to Agent, Borrower and Holdings, and are the product of all parties hereto. Accordingly, this Amendment and the other Amendment Documents shall not be construed against Agent or any Lender merely because of Agent’s involvement in the preparation thereof.

(i) Loan Documents. This Amendment shall constitute a Loan Document.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.

Cbeyond Communications, LLC
By:		CBEYOND COMMUNICATIONS, LLC
		Name:
		Title:
Cbeyond Communications, Inc.
By:		CBEYOND COMMUNICATIONS, INC.
		Name:
		Title:
Cbeyond Leasing, L.P. as Additional Borrower
By:		CBEYOND LEASING, L.P.
		Name:
		Title:
Cisco Systems Capital Corporation, as Agent and as a Lender
By:		CISCO SYSTEMS CAPITAL CORPORATION
		Name:
		Title:

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.

Cbeyond Communications, LLC
By:		CBEYOND COMMUNICATIONS, LLC
		Name:
		Title:
Cbeyond Communications, Inc.
By:		CBEYOND COMMUNICATIONS, INC.
		Name:
		Title:
Cbeyond Leasing, L.P. as Additional Borrower
By:		CBEYOND LEASING, L.P.
		Name:
		Title:
Cisco Systems Capital Corporation, as Agent and as a Lender
By:		CISCO SYSTEMS CAPITAL CORPORATION
		Name:
		Title:

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