AMENDMENT NUMBER FOUR
TO THE GENERAL AGREEMENT AMONG
KMC TELECOM INC., KMC TELECOM II, INC., KMC TELECOM III, INC.,
KMC TELECOM IV, INC., KMC TELECOM OF VIRGINIA, INC.,
KMC TELECOM LEASING I LLC, KMC TELECOM LEASING II LLC,
KMC TELECOM LEASING III LLC, KMC TELECOM LEASING IV LLC
AND LUCENT TECHNOLOGIES INC.
This Amendment Number Four (hereinafter this "AMENDMENT FOUR") is made
effective as of February 15, 2000, by and among KMC Telecom Inc., a Delaware
corporation, KMC Telecom II, Inc., a Delaware corporation, KMC Telecom III,
Inc., a Delaware corporation, KMC Telecom IV, Inc., a Delaware corporation, KMC
Telecom of Virginia, Inc., a Virginia public service company, KMC Telecom
Leasing I LLC, a Delaware limited liability company, KMC Telecom Leasing II LLC,
a Delaware limited liability company, KMC Telecom Leasing III LLC, a Delaware
limited liability company, KMC Telecom Leasing IV LLC, a Delaware limited
liability company, each with offices located at 1545 Route 206, Suite 300,
Bedminster, New Jersey 07921 (hereinafter collectively referred to as
"CUSTOMER"), and Lucent Technologies Inc., a Delaware corporation acting through
its Global Service Providers Group, with offices located at 600 Mountain Avenue,
Murray Hill, New Jersey 07074 (hereinafter "SELLER").
WHEREAS, Customer and Seller previously entered into that certain General
Agreement (Contract Number LNM970313MP), effective March 6, 1997, as modified
and amended by Amendment Number One (Contract Number LNM970922MP), effective as
of October 15, 1997, as further modified and amended by Amendment Number Two,
effective as of December 22, 1998, as further modified and amended by Amendment
Number Three, effective as of November 15, 1999 (as so amended, the "GENERAL
AGREEMENT"), setting forth the terms and conditions pursuant to which Seller
agreed to supply and Customer agreed to procure certain of Seller's Products,
Licensed Materials and Services (as such terms are defined therein); and
WHEREAS, Customer and Seller desire to amend and modify the General
Agreement as set forth herein; and
WHEREAS, all terms used herein but not defined herein shall have the
meanings ascribed to them in the General Agreement.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. SCOPE OF GENERAL AGREEMENT
The definition of "Customer" contained in the General Agreement is hereby
amended to additionally include KMC III Services LLC, a Delaware limited
liability company ("KMC SERVICES"), it being the intent and understanding among
the parties that KMC Services shall be authorized to procure Products, Licensed
Materials and Services from Seller under and pursuant to the terms and
conditions of the General Agreement.
2. ENTIRE AGREEMENT
Except as specifically modified, amended or supplemented herein, all terms
and conditions of the General Agreement shall remain in full force and effect.
The terms and conditions contained in this Amendment Four and those
nonconflicting terms and conditions of the General Agreement supersede all prior
oral and written understandings among the parties and shall constitute the
entire agreement among the parties with respect to the subject matter herein.
This Amendment Number Four shall not be modified or amended except by a writing
signed by an authorized representative of each of the parties.
3. COUNTERPARTS
This Amendment Number Four may be executed in any number of 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 instrument.
4. GOVERNING LAW
This Amendment Number Four shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, the parties have caused this Amendment Number
Four to be executed by their duly authorized representatives as of the day and
year first above written.
KMC TELECOM INC. KMC TELECOM LEASING I LLC
By: KMC Telecom Inc., as Sole Member
By: /s/ By: /s/
-------------------------- --------------------------------
Name: James D. Grenfell Name: James D. Grenfell
Title:Chief Financial Officer Title:Chief Financial Officer
KMC TELECOM II, INC. KMC TELECOM LEASING II LLC
By: KMC Telecom II, Inc., as Sole
Member
By: /s/ By: /s/
----------------------------- --------------------------------
Name: James D. Grenfell Name: James D. Grenfell
Title:Chief Financial Officer Title:Chief Financial Officer
KMC TELECOM III, INC. KMC TELECOM LEASING III LLC
By: KMC Telecom III, Inc., as Sole
Member
By: /s/ By: /s/
----------------------------- --------------------------------
Name: James D. Grenfell Name: James D. Grenfell
Title:Chief Financial Officer Title:Chief Financial Officer
KMC TELECOM IV, INC. KMC TELECOM LEASING IV LLC
By: KMC Telecom IV, Inc., as Sole
Member
By: /s/ By: /s/
----------------------------- --------------------------------
Name: James D. Grenfell Name: James D. Grenfell
Title:Chief Financial Officer Title:Chief Financial Officer
KMC TELECOM OF VIRGINIA, INC. KMC III SERVICES LLC
By: KMC Telecom III, Inc., as Sole
Member
By: /s/ By: /s/
----------------------------- --------------------------------
Name: James D. Grenfell Name: James D. Grenfell
Title:Chief Financial Officer Title:Chief Financial Officer
LUCENT TECHNOLOGIES INC.
By: /s/
-----------------------------
Name: William H. Pittman
Title:Area Vice President