LETTER AMENDMENT NO. 2

Exhibit (10)(i)(1.2)

LETTER AMENDMENT NO.  2

Dated as of November 3, 2000          

To the banks, financial institutions and other

institutional lenders (collectively, the “Lenders”)

parties to the Credit Agreement referred to

below and Bank of America, N.A., as

syndication agent, Credit Suisse First Boston

(“CSFB”) and The Bank of New York (“BNY”),

as co-documentation agents, PNC Bank, N.A.,

collectively with CSFB and BNY, as co-arrangers,

and Citicorp USA, Inc., as administrative agent

(the “Administrative Agent”) for the Lenders

under the Credit Agreement

Ladies and Gentlemen:

We refer to the Amendment and Restatement of the Credit Agreement dated as of January 12, 2000 and amended by Letter Amendment and Waiver No. 1 dated as of May 17, 2000 (as amended, the “Credit Agreement”) among the undersigned and you.  Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

We hereby request that you amend the Credit Agreement on the terms and conditions set forth herein.

SECTION 1.  Amendment to the Credit Agreement.  Upon the occurrence of the Amendment Effective Date, Section 2.01(a)(i) of the Credit Agreement is hereby amended by deleting the first sentence therein in its entirety and substituting therefor the following:

“(i) Each Term Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “Term A Advance”) to the Borrowers on any Business Day during the period from the date hereof until January 12, 2001 in an aggregate amount not to exceed the unused portion of such Lender’s Term Commitment at such time.”

SECTION 2.  Conditions Precedent to Effectiveness of this Letter Amendment.  This Letter Amendment shall become effective as of the date first above written (the “Amendment Effective Date”), when and only when, each of the following conditions precedent shall have been satisfied:

(i)            The Administrative Agent shall have received counterparts of (i) this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Letter Amendment, and (ii) the Consent attached hereto executed by each of the Subsidiary Guarantors.

(ii)           The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Letter Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date).

(iii)          No event shall have occurred and be continuing, or shall result from the effectiveness of this Letter Amendment that constitutes a Default or Event of Default.

(iv)          All of the accrued fees and expenses of the Administrative Agent and the Lenders, including the accrued fees and expenses of counsel for the Administrative Agent, shall have been paid in full.

The effectiveness of this Letter Amendment is further conditioned upon the accuracy of all of the factual matters described herein.  This Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

SECTION 3.  Reference to and Effect on the Loan Documents.  (a) On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of 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 Credit Agreement, as amended by this Letter Amendment.

(b)  The Credit Agreement, as specifically amended by this Letter Amendment, the Notes and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Letter Amendment.  The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 4.  Costs and Expenses.  Each of the Borrowers hereby severally agrees to pay, upon demand, all of the reasonable costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in connection with the preparation, execution, delivery, administration, modification and amendment of this Letter Amendment and all of the instruments, agreements

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and other documents delivered or to be delivered in connection herewith, all in accordance with the terms of Section 9.04 of the Credit Agreement.

SECTION 5.  Execution in Counterparts.  This Letter 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 one and the same agreement.  Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Xxxx Xxxxx, Director, Xxxxxxx Xxxxx Barney Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

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This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

BROADWING INC. (f/k/a  CINCINNATI XXXX INC.)

By

Title:

BROADWING  COMMUNICATIONS

SERVICES INC. (f/k/a IXC

COMMUNICATIONS SERVICES, INC.)

By

Title:

Agreed as of the date first above written:

CITICORP USA, INC.,

as Administrative Agent and as Lender

By

Title:

BANK OF AMERICA, N.A.,

as Syndication Agent and as Lender

By

Title:

Lenders:

CREDIT SUISSE FIRST BOSTON

By

Title:

0

XXX XXXX XX XXX XXXX

By

Title:

PNC BANK, N.A.

By

Title:

ABN AMRO BANK N.V.

By

Title:

ARCHIMEDES FUNDING, L.L.C.

By: ING Capital Advisors LLC, as Collateral Manager

By

Title:

ARCHIMEDES FUNDING II, LTD.

By: ING Capital Advisors LLC, as Collateral Manager

By

Title:

ARCHIMEDES FUNDING III, LTD.

By: ING Capital Advisors LLC, as Collateral Manager

By

Title:

5

ATHENA CDO, LIMITED

By: Pacific Investment Management Company, as its Investment Advisor

By

Title:

BANK AUSTRIA CREDITANSTALT

CORPORATE FINANCE, INC.

By

Title:

BANK OF CHINA, NEW YORK

By

Title:

THE BANK OF TOKYO-MITSUBISHI, LTD.,

CHICAGO BRANCH

By

Title:

BAYERISCHE HYPO-UND VEREINSBANK AG,

NEW YORK BRANCH

By

Title:

By

Title:

6

CAPTIVA IV FINANCE LTD., as advised by

Pacific Investment Management Company

By

Title:

CAPTIVA III FINANCE LTD., as advised by

Pacific Investment Management Company

By

Title:

CARLYLE HIGH YIELD PARTNER II, LTD.

By

Title:

XXXXX XXX COMMERCIAL BANK, LTD.

New York Branch

By

Title:

CHINATRUST COMMERCIAL BANK, LTD.

New York Branch

By

Title:

7

COMMERCEBANK

By

Title:

Citibank International plc as Global Investment Manager and Group Funding Manager for and on behalf of Five Finance Corporation

By

Title:

CYPRESSTREE INVESTMENT MANAGEMENT

COMPANY, INC.

As: Attorney-in-Fact and on behalf of First

Allmerica Financial Life Insurance Company as

Portfolio Manager

By

Title:

CYPRESSTREE INSTITUTIONAL FUND LLC

By: CypressTree Investment Management

Company, Inc., its Managing Member

By

Title:

CYPRESSTREE INVESTMENT FUND LLC

By: CypressTree Investment Management

Company, Inc., its Managing Member

By

Title:

8

CYPRESSTREE INVESTMENT PARTNERS I, LTD.

By: CypressTree Investment Management

Company, Inc., as Portfolio Manager

By

Title:

CYPRESSTREE INVESTMENT PARTNERS II, LTD.

By: CypressTree Investment Management

Company, Inc., as Portfolio Manager

By

Title:

DELANO COMPANY

By: Pacific Investment Management Company, as

its Investment Advisor

By

Title:

DEUTSCHE BANK AG, NEW YORK AND/OR

CAYMAN ISLAND BRANCHES

By

Title:

ELT LTD.

By

Title:

9

ERSTE BANK

By

Title:

EXCEL BANK

By

Title:

EXPORT DEVELOPMENT CORPORATION

By

Title:

FIFTH THIRD BANK

By

Title:

FIRST DOMINION FUNDING I

By

Title:

FIRST DOMINION FUNDING II

By

Title:

10

FIRST HAWAIIAN BANK

By

Title:

FIRST UNION NATIONAL BANK

By

Title:

FIRSTAR BANK N.A.

By

Title:

FIRSTRUST BANK

By

Title:

FLEET NATIONAL BANK

By

Title:

FRANKLIN FLOATING RATE TRUST

By

Title:

11

FUJI BANK LIMITED

By

Title:

GENERAL ELECTRIC CAPITAL CORPORATION

By

Title:

HARCH CLO I, LTD.

By

Title:

ING SWISS LIFE US RAINBOW LIMITED

By:  ING Capital Advisors LLC, as Investment Advisor

By

Title:

INDOSUEZ CAPITAL FUNDING IIA, LTD.

By:  Indosuez Capital as Portfolio Advisor

By

Title:

12

INDOSUEZ CAPITAL FUNDING IV, L.P.

By:  Indosuez Capital as Portfolio Advisor

By

Title:

XXXXXX FLOATING RATE FUND

By

Title:

KEY BANK NATIONAL ASSOCIATION

By

Title:

KZH CYPRESSTREE-1 LLC

By

Title:

KZH ING-1 LLC

By

Title:

KZH ING-2 LLC

By

Title:

13

KZH ING-3 LLC

By

Title:

KZH LANGDALE LLC

By

Title:

KZH CNC LLC

By

Title:

KZH SHOSHONE LLC

By

Title:

KZH STERLING LLC

By

Title:

IBM CREDIT CORPORATION

By

Title:

00

XXXXXX XXXX XXX, XXX XXXX BRANCH

By

Title:

XXXXXXX XXXXX GLOBAL INVESTMENT

SERIES:  BANK LOAN INCOME PORTFOLIO

By

Title:

XXXXXXX XXXXX GLOBAL INVESTMENT

SERIES: INCOME STRATEGIES PORTFOLIO

By: Xxxxxxx Xxxxx Asset Management, L.P., as Investment Advisor

By

Title:

XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.

By

Title:

ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.

By: Pilgrim Investments, Inc., as its Investment Manager

By

Title:

15

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.

By: Pilgrim Investments, Inc., as its Investment Manager

By

Title:

ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.

By: Pilgrim Investments, Inc., as its Investment Manager

By

Title:

NATIONAL CITY BANK

By

Title:

NORTH AMERICAN SENIOR FLOATING RATE FUND

By: CypressTree Investment Management Company, Inc., as Portfolio Manager

By

Title:

OPPENHEIMER SENIOR FLOATING RATE FUND

By

Title:

16

OXFORD STRATEGIC INCOME FUND

By

Title:

PACIFICA PARTNERS I, L.P.

By: Imperial Credit Asset Management As its Investment Manager

By

Title:

PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.

By: Pilgrim Investments, Inc. as its Investment Manager

By

Title:

PILGRIM CLO 1999-1 LTD.

By: Pilgrim Investments, Inc. as its Investment Manager

By

Title:

ROYAL BANK OF CANADA

By

Title:

17

ROYALTON COMPANY

By: Pacific Investment Management Company, as its Investment Advisor

By

Title:

SEQUILES PILGRIM I, LTD.

By: Pilgrim Investments, Inc., As its Investment Manager

By

Title:

THE PROVIDENT BANK

By

Title:

THE SUMITOMO BANK, LIMITED

By

Title:

SUMMIT BANK

By

Title:

18

TORONTO DOMINION (NEW YORK), INC.

By

Title:

TRIGON HEALTHCARE INC. (Acct  674)

By Pacific Investment Management Company, as its Investment Advisor, acting through The Bank of New York in the Nominee Name of Hare & Co.

By

Title:

XXX XXXXXX CLO I, LIMITED

By: Xxx Xxxxxx Management Inc., as Collateral Manager

By

Title:

XXX XXXXXX CLO II, LIMITED

By: Xxx Xxxxxx Management Inc., as Collateral Manager

By

Title:

XXX XXXXXX SENIOR FLOATING RATE FUND

By

Title:

19

XXX XXXXXX SENIOR INCOME TRUST

By

Title:

WINGED FOOT FUNDING TRUST

By

Title:

MAPLEWOOD (CAYMEN) LIMITED,

as Assignee

By: Massachusetts Mutual Life Insurance Company, as Investment Advisor

By

Title:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

as Assignee

By

Title:

SIMSBURY CLO, LIMITED,

as Assignee

By: Massachusetts Mutual Life Insurance Company, as Collateral Manager

By

Title:

20

CITIBANK N.A.

By

Title:

XXXXX XXXXX SENIOR INCOME TRUST

By

Title:

FIVE FINANCE CORP

By

Title:

XXXXX XXXXX INSTITUTIONAL SENIOR LOAN

By

Title:

CAPTIVA FINANCE LTD.

By

Title:

CARLYLE HIGH YIELD PARTNERS LP

By

Title:

21

CITIZENS BANK OF MASSACHUSETTS

By

Title:

COBANK, ACB

By

Title:

XXXXXXX & CO.

By

Title:

GREAT POINT CLO 1999-1 LTD.

By

Title:

HARBORVIEW CDO 11 LTD.

By

Title:

INDOSUEZ CAPITAL FUNDING V1, LTD.

By

Title:

22

NEMEAN CLO, LTD.

By

Title:

PILGRIM PRIME RATE TRUST

By

Title:

SANKATY HIGH YIELD ASSET PARTNERS, L.P.

By

Title:

SANKATY HIGH YIELD ASSET PARTNERS 11, L.P.

By

Title:

SENIOR DEBT PORTFOLIO

By

Title:

23

SUMITOMO TRUST AND BANKING CO., LTD.

By

Title:

UNITED WORLD CHINESE COMMERCIAL BANK

By

Title:

TYLER TRADING, INC.

By:

Title:

24

CONSENT

Each of the undersigned, as (i) Grantor under the Non-Shared Collateral Security Agreement dated as of November 9, 1999 and amended by Letter Amendment and Waiver No. 1 dated as of May 17, 2000 (as amended, the “Non-Shared Collateral Security Agreement”) in favor of the Citicorp USA, Inc., as Administrative Agent (the “Administrative Agent”), for its benefit and the benefit of the Lenders parties to the Credit Agreement referred to in the foregoing Letter Amendment, and/or (ii) Grantor under the Shared Collateral Security Agreement and amended by Letter Amendment and Waiver No. 1 dated as of May 17, 2000 (as amended, the “Shared Collateral Security Agreement”, and together with the Non-Shared Collateral Security Agreement, the “Security Agreements”) in favor of Wilmington Trust Company and Xxxx X. Xxxxxx, as Collateral Trustees, for their benefit and the benefit of the Secured Holders referred to therein, and (iii) Guarantor under the IXCS Subsidiary Guaranty dated as of November 9, 1999 (the “IXCS Subsidiary Guaranty”) in favor of the Secured Parties referred to therein, and/or (iv) Guarantor under the CBI Subsidiary Guaranty dated as of November 9, 1999 (the “CBI Subsidiary Guaranty”, and together with the IXCS Subsidiary Guaranty, the “Guarantees”) in favor of the Secured Parties referred to therein, hereby consents to such Letter Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Letter Amendment, each Security Agreement and Guarantee to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, and (b) the Security Agreements to which such Grantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein.)

BROADWING INC. (f/k/a CINCINNATI XXXX INC.)

By

Title:

BROADWING COMMUNICATIONS SERVICES INC. (f/k/a IXC COMMUNICATIONS SERVICES, INC.)

By

Title:

25

BROADWING COMMUNICATIONS INC. (f/k/a IXC COMMUNICATIONS, INC.)

By

Title:

CINCINNATI XXXX SUPPLY COMPANY

CINCINNATI XXXX DIRECTORY INC.

CINCINNATI XXXX NETWORK SOLUTIONS INC.

ENTERPRISEWISE IT CONSULTING LLC

XXXXXXXX.XXX INC.

By

Title:

CINCINNATI XXXX LONG DISTANCE INC.

By

Title:

CTI LONG LINES INC.

By

Title:

CINCINNATI XXXX WIRELESS COMPANY

By

Title:

26

CINCINNATI XXXX HOLDINGS INC.

By

Title:

ATLANTIC STATES MICROWAVE TRANSMISSION COMPANY

CENTRAL STATES MICROWAVE TRANSMISSION COMPANY

DELAWARE CAPITAL PROVISIONING, INC.

DPNET, INC.

EASTERN TELECOM OF WASHINGTON, D.C., INC.

BROADWING TELECOMMUNICATIONS INC. (f/k/a ECLIPSE TELECOMMUNICATIONS, INC.)

IXC BUSINESS SERVICES, LLC

IXC COMMUNICATIONS SERVICES OF VIRGINIA, INC.

IXC INTERNATIONAL, INC.

IXC INTERNET SERVICES, INC.

IXC LEASING, LLC

NETWORK ADVANCES SERVICES, INC.

RIO GRANDE TRANSMISSION, INC.

TELCOM ENGINEERING, INC.

TELECOM ONE, INC.

THE DATA PLACE, INC.

TOWER COMMUNICATION SYSTEMS CORP.

WEST TEXAS MICROWAVE COMPANY

WESTERN STATES MICROWAVE TRANSMISSION COMPANY

By

Title:

27

NETWORK EVOLUTIONS, INCORPORATED

By

Title:

28