AMENDMENT NO. 8 TO
THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
AMENDMENT NO. 8 dated as of April 1, 2000 to the Amended and Restated
Stockholders Agreement, dated as of October 31, 1997 (as heretofore amended, the
"Stockholders Agreement") among KMC Telecom Holdings, Inc., Nassau Capital
Partners L.P., NAS Partners I L.L.C., Harold N. Kamine, Newcourt Commercial
Finance Corporation, an affiliate of The CIT Group, Inc. (as successor to AT&T
Credit Corporation), General Electric Capital Corporation, First Union National
Bank (as successor to CoreStates Bank, N.A.), and CoreStates Holdings, Inc.
W I T N E S S E T H
WHEREAS, the parties hereto desire to make certain amendment to the
Stockholders Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, all capitalized
terms defined in the Stockholders Agreement and used herein are so used as so
defined.
2. AMENDMENTS TO SECTION 4.3.1 OF THE STOCKHOLDERS AGREEMENT.
Section 4.3 of the Stockholders Agreement is amended to read as follows:
4.3. ELECTION OF DIRECTORS.
4.3.1 NUMBER AND COMPOSITION. Subject to Section 4.3.2, each
Stockholder agrees that the number of directors shall be eight (8) and
each Stockholder shall vote its or his Shares at any Stockholders Meeting,
or act by Written Consent with respect to such Shares, and take all other
actions necessary to ensure that the number of directors constituting the
entire Board of Directors shall be eight (8), as provided for below. Each
Stockholder shall vote its or his Shares at any Stockholders Meeting
called for the purpose of filling the positions on the Board of Directors,
or in any Written Consent executed for such purpose, and to take all other
actions necessary to ensure, including, without limitation, using its or
his best efforts to cause the Board of Directors to take such actions to
ensure: (i) the election to the Board of Directors of (w) three
individuals designated by Nassau to serve initially as Nassau Directors,
(x) subject to paragraph (b) of Section 4.4, three individuals (one of
whom shall be the Chief Executive Officer of the Company from time to
time, elected pursuant to Article IV of the By-Laws) designated by Kamine
to serve initially as Kamine Directors, (y) one independent director who
shall be mutually acceptable to Nassau, Kamine and either AT&T or the
Majority Series C Holders, provided that it is agreed that Gary E. Lasher
shall be an independent director beginning November 1, 1997, and (z) one
additional director who shall mutually acceptable to Nassau, Kamine and
either AT&T or the Majority Series C Holders, provided that it is agreed
that Roscoe C. Young II shall be mutually acceptable to each of the
foregoing; (ii) the election to each committee of the Board of Directors
of an equal number of Nassau Directors and Kamine Directors; and (iii) the
election of an independent director to the compensation committee of the
Board of Directors.
3. AMENDMENTS TO SECTION 4.4(B) OF THE STOCKHOLDERS AGREEMENT.
Section 4.4(b) of the Stockholders Agreement is amended to read as follows:
(b) Kamine shall be entitled at any time and for any reason
(or for no reason) to designate any or all of the Kamine Directors for
removal; provided that Kamine shall not be entitled and agrees to take no
action, to designate the Chief Executive Officer of the Company for
removal as a Kamine Director without the prior written consent of Nassau.
Subject to Section 4.5, if at any time, a vacancy is created on the Board
of Directors by reason of death, removal or resignation of any Kamine
Director, then each Stockholder shall, as soon as practicable after the
date such vacancy first occurs, and in any event prior to the transaction
of any other business by the Stockholders or the Board of Directors, take
action, including the voting of its Shares, to elect a director or
directors designated by Kamine to fill such vacancy or vacancies. If at
any time the person serving as Chief Executive Officer of the Company is
removed or resigns from such office, Kamine shall designate such person
for removal as a Kamine Director.
4. Except as expressly amended hereby, all of the provisions of the
Stockholders Agreement are hereby affirmed and shall continue in full force and
effect in accordance with their terms.
5. This Amendment shall be governed and construed in accordance with
the laws of the state of Delaware applicable to agreements made and to be
performed entirely within such state, without regard to the principles of
conflicts of laws thereof.
6. This Amendment may be executed in one or more counterparts, each
of which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed, or caused to be
executed, this Agreement as of the date first above written.
KMC TELECOM HOLDINGS, INC.
By:/s/ Roscoe C. Young II
_______________________________
Name: Roscoe C. Young II
Title: President
NASSAU CAPITAL PARTNERS L.P.
By: Nassau Capital L.L.C., its General
Partner
By:/s/ John G. Quigley
___________________________
Name: John G. Quigley
Title: Member
NAS PARTNERS I L.L.C.
By:/s/ John G. Quigley
___________________________
Name: John G. Quigley
Title: Member
HAROLD N. KAMINE
in his individual capacity
/s/ Harold N. Kamine
___________________________
Harold N. Kamine
NEWCOURT COMMERCIAL FINANCE
CORPORATION
By:/s/ Charles Brown
______________________________
Name: Charles Brown
Title: V.P.
FIRST UNION NATIONAL BANK
By:/s/ L. Watts Hamrick III
______________________________
Name: L. Watts Hamrick III
Title: Senior Vice President
CORESTATES HOLDINGS, INC.
By:/s/ L. Watts Hamrick III
______________________________
Name: L. Watts Hamrick III
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By:/s/ Brian P. Ward
______________________________
Name: Brian P. Ward
Title: Manager-Operations