AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement dated as of
February 4, 1999 is made as of June 1, 1999 by KMC Telecom Holdings, Inc., a
Delaware corporation (the "Issuer"), Newcourt Commercial Finance Corporation, a
Delaware corporation ("Newcourt"), and Lucent Technologies Inc., a Delaware
corporation ("Lucent" and together with Newcourt, the "Purchasers" and each
individually, a "Purchaser") (the "Amendment").
W I T N E S S E T H
WHEREAS, the Company, Newcourt, and Lucent have entered into a Securities
Purchase Agreement dated as of February 4, 1999 (the "February 4 Purchase
Agreement");
WHEREAS, Newcourt owns shares of the Company's Series E Preferred Stock,
and shares of the Company's Series F Preferred Stock, and Lucent owns shares of
the Company's Series F Preferred Stock;
WHEREAS, the Company, First Union Investors, Inc. ("First Union"),
Newcourt, and Lucent are parties to Amendment No. 1 to Preferred Stock
Registration Rights Agreement of even date herewith, which grants First Union,
Newcourt, and Lucent the right to register their Registrable Securities at any
time and from time to time after October 30, 1999;
NOW THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. DEFINED TERMS. Unless otherwise defined herein, all capitalized terms
defined in the Amendment and used herein are defined in the February 4 Purchase
Agreement.
2. AMENDMENT TO SECTION 4.06(F). Section 4.06(f) of the February 4 Purchase
Agreement is amended to read in its entirety as follows:
"Except as otherwise provided in Amendment No. 1 to the Preferred
Stock Registration Rights Agreement dated as of June 1, 1999, by and among the
Company, First Union, Newcourt, and Lucent, in addition to the restrictions on
transfer imposed by federal or state securities laws, Lucent hereby covenants
and agrees with the Issuer that it will not transfer, sell, assign or pledge all
or any part of the Securities purchased by it hereunder until the earlier of (i)
one year after the date of any future issuance and sale by the Issuer of any
high yield debt securities yielding gross proceeds to the Issuer of at least
$50,000,000 or (ii) August 4, 2000. Notwithstanding the foregoing, the Series F
Preferred Stock may be held by an Affiliate (as defined in the "Certificate of
Designations") of Lucent that is under its control."
3. Except as expressly amended hereby, all of the provisions of the
February 4 Purchase Agreement are hereby affirmed and shall continue in full
force and effect in accordance with their terms.
4. This Amendment shall be governed and construed in accordance with the
laws of the State of New York applicable to agreements made and to be performed
entirely within, such state, without regard to the principles of conflicts of
laws thereof.
5. 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.
Signature Page to
Amendment No. 1 to the
Securities Purchase
Agreement dated
February 4, 1999
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed, as of the day and year first above written.
KMC TELECOM HOLDINGS, INC.
By: /s/ James D. Grenfell
-------------------------------------
Name: James D. Grenfell
Title: Executive Vice President,
Chief Financial Officer
NEWCOURT COMMERCIAL FINANCE
CORPORATION
By: /s/ John P. Sirico, II
-------------------------------------
Name: John P. Sirico, II
Title: Vice President
LUCENT TECHNOLOGIES, INC.
By: /s/ Leslie L. Rogers
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Name: Leslie L. Rogers
Title: Managing Director