AMENDMENT NO. 6 TO
THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
AMENDMENT NO. 6 dated as of June 1, 1999 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 (as successor to AT&T Credit Corporation), General Electric
Capital Corporation, First Union National Bank (as successor to CoreStates Bank,
N.A.), KMC Telecommunications L.P., and CoreStates Holdings, Inc.
W I T N E S S E T H
WHEREAS, the parties hereto desire to make certain amendments 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; AMENDMENTS TO SECTION 1 OF THE STOCKHOLDERS
AGREEMENT. Unless otherwise defined herein, all capitalized terms defined in the
Stockholders Agreement and used herein are so used as so defined. In addition,
Section 1 of the Stockholders Agreement is amended by replacing the existing
definitions with those set forth below.
"PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT" means the Preferred
Stock Registration Rights Agreement dated as of April 30, 1999 between the
Company and First Union Investors, Inc., as amended by Amendment No. 1 dated as
of the date hereof.
"PREFERRED STOCK WARRANT AGREEMENT" means the Warrant Agreement dated
as of February 4, 1999 among the Company, The Chase Manhattan Bank, as Warrant
Agent, Newcourt Capital USA, Inc., Lucent Technologies Inc. and any Additional
Purchasers (as defined therein), as amended by Amendment No. 1 dated as of April
30, 1999, and as further amended by Amendment No. 2 dated as of the date hereof.
2. AMENDMENTS TO SECTIONS 6.1 OF THE STOCKHOLDERS AGREEMENT. The last
sentence of paragraph (g)(ii) of Section 6.1 of the Stockholders Agreement is
amended to read as follows:
6.1 DEMAND REGISTRATIONS.
(g) OTHER REGISTRATION RIGHTS.
(ii) Notwithstanding the foregoing or anything to the contrary
contained in this Agreement, the Company may grant registration rights to the
holders of Series E Preferred Stock and Series F Preferred Stock pursuant to the
Preferred Stock Registration Rights Agreement as provided therein.
3. 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.
4. 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.
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.
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/ James D. Greenfell
_______________________________
Name: James D. Greenfell
Title: Chief Financial Officer
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/ John P. Sirico
______________________________
Name: John P. Sirico, II
Title: Vice President
Signature Page to
Amendment No. 6 to the
Amended and Restated
Stockholders Agreement
FIRST UNION NATIONAL BANK
By:/s/ Pearce Landry
____________________________
Name: Pearce A. Landry
Title: Vice President
CORESTATES HOLDINGS, INC.
By:/s/ Tracey M. Chaffin
_______________________________
Name: Tracey M. Chaffin
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By:/s/ M. Mylon
________________________________
Name: Mark F. Mylon
Title: Manager-Operating
KMC TELECOMMUNICATIONS L.P.
By:/s/ Gerard M. Russomagno
________________________________
Name: Gerard M. Russomagno
Title: General Managing Partner
Signature Page to
Amendment No. 6 to the
Amended and Restated
Stockholders Agreement