EXHIBIT 10.7
EXECUTION
AMENDMENT NO. 6 AND LIMITED WAIVER
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 6 AND LIMITED WAIVER TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (this "AMENDMENT"), dated as of January 31, 2002, is
among KMC TELECOM LLC, a Delaware limited liability company (f/k/a KMC TELECOM
INC., a Delaware corporation) ("KMC"), KMC TELECOM II LLC, a Delaware limited
liability company (f/k/a KMC TELECOM II, INC., a Delaware corporation) ("KMC
II"), KMC TELECOM III LLC, a Delaware limited liability company (f/k/a KMC
TELECOM III, INC., a Delaware corporation) ("KMC III"), KMC TELECOM OF VIRGINIA,
INC., a Virginia public service company ("KMC VIRGINIA"), KMC TELECOM LEASING I
LLC, a Delaware limited liability company ("LEASING I"), KMC TELECOM LEASING II
LLC, a Delaware limited liability company ("LEASING II"), KMC TELECOM LEASING
III LLC, a Delaware limited liability company ("LEASING III"), KMC ▇▇▇▇▇▇▇.▇▇▇,
INC., a Delaware corporation ("▇▇▇▇▇▇▇.▇▇▇"), KMC III SERVICES LLC, a Delaware
limited liability company ("SERVICES"; KMC, KMC II, KMC III, KMC Virginia,
Leasing I , Leasing II, Leasing III, ▇▇▇▇▇▇▇.▇▇▇ and Services being hereinafter
collectively referred to hereinafter as the "BORROWERS"), the "Lenders" party
hereto, FIRST UNION NATIONAL BANK, as administrative agent for the Lenders (the
"AGENT") and CIT LENDING SERVICES CORPORATION (f/k/a NEWCOURT COMMERCIAL FINANCE
CORPORATION), as collateral agent for the Lenders (the "COLLATERAL AGENT").
WHEREAS, the Borrowers, the Agent, the Collateral Agent and
the Lenders are parties to that certain Amended and Restated Loan and Security
Agreement dated as of February 15, 2000, as amended by Amendment No. 1 thereto
dated as of March 28, 2000, Amendment No. 2 thereto dated as of July 28, 2000,
Amendment No. 3 and Limited Waiver thereto dated as of February 23, 2001,
Amendment No. 4 and Limited Waiver thereto dated as of April 12, 2001 and
Amendment No. 5 and Limited Waiver thereto dated as of July 16, 2001 (as so
amended, the "LOAN AGREEMENT"; undefined capitalized terms used herein shall
have the meanings assigned thereto in the Loan Agreement), pursuant to which the
Lenders have agreed to make certain "Loans" and other financial accommodations
to the Borrowers;
WHEREAS, the Borrowers have requested that Lenders (i) extend
the Term B Loan Commitment Termination Date to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) extend the
January 31, 2002 date set forth in Section 1.3 of that certain Limited Waiver to
the Loan Agreement dated as of December 20, 2001 (the "DECEMBER WAIVER") to
March 31, 2002, and (iii) make certain other modifications to the Loan Agreement
as more fully set forth herein; and
WHEREAS, the Agents and Lenders have agreed to Borrowers'
request, but only on the terms and conditions, and subject to the
representations and warranties, set forth herein.
NOW, THEREFORE, in consideration of the premises set forth
above, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers, the Agents and the
Lenders agree as follows:
AMENDMENT NO. 6 TO LOAN AGREEMENT EXECUTION
1. AMENDMENTS TO THE LOAN AGREEMENT. Effective as of the date
first above written and subject to the satisfaction of the conditions set forth
in Section 5 below (such date, the "SIXTH AMENDMENT EFFECTIVE DATE"), the Loan
Agreement shall be and hereby is amended as follows:
1.1 AMENDMENTS TO SECTION 1.02 (DEFINITIONS).
(a) SECTION 1.02 of the Loan Agreement is hereby amended to
insert the following new definitions therein in alphabetical order:
"`PLEDGED NOTES' shall mean the Purchased Notes as defined in
Section 2.1 of the Sixth Amendment.
`SIXTH AMENDMENT' shall mean that certain Amendment No. 6 and
Limited Waiver to Amended and Restated Loan and Security Agreement
dated as of January 31, 2002 by and among the Borrowers, the Lenders
and the Agent.
`SIXTH AMENDMENT EFFECTIVE DATE' shall mean the Sixth
Amendment Effective Date as defined in the Sixth Amendment."
(b) SECTION 1.02 of the Loan Agreement is further amended by
amending and restating the definition of "Term B Loan Commitment Termination
Date" appearing therein as follows:
"`TERM B LOAN COMMITMENT TERMINATION DATE" shall mean March
31, 2002."
(c) The definition of "Data Contract" set forth in SECTION
1.02 of the Loan Agreement is hereby amended to (i) delete the words "on or
prior to" in the first line of the PROVISO at the end of such definition and
substituting therefor the phrase "no later than five (5) Business Days after"
and (ii) insert at the end of such definition, immediately prior to the ".", the
words "together with all items required by SECTION 5.28 hereof".
1.2 AMENDMENT TO SECTION 2.08 (PAYMENTS). CLAUSE (C) of
SECTION 2.08 of the Loan Agreement is hereby amended to insert immediately after
the words "Requisite Lenders" appearing in the seventh line thereof the phrase
"and each Lender directly affected thereby".
1.3 ADDITION OF NEW SECTION 5.28 (DATA CONTRACTS AND OTHER
MATERIAL AGREEMENTS). SECTION 5 of the Loan Agreement is hereby amended to
insert a new SECTION 5.28 at the end thereof as follows:
"SECTION 5.28. DATA CONTRACTS AND OTHER MATERIAL AGREEMENTS.
(a) No later than five (5) Business Days following execution
of any Data Contract (or contract that is intended to constitute a
Data Contract), KMC Holdings shall deliver to the Agents and Lenders,
together with the certificate required by the definition of `Data
Contract' a true and complete copy of such contract or, if such
contract is subject to a valid and binding obligation of KMC Holdings
or any Subsidiary thereof to treat information therein as
confidential, then, only to the extent necessary to comply with such
obligation, a redacted version of such contract, together with a
detailed summary of
AMENDMENT NO. 6 TO LOAN AGREEMENT 2 EXECUTION
any material terms omitted from such redacted version, certified by an
officer of KMC Holdings as true and correct.
(b) Promptly upon request therefor, KMC Holdings and Data
Holdco shall deliver to the Agent and its designated representatives
all such information not otherwise provided pursuant to CLAUSE (A)
above respecting any Data Contract (or contract that is intended to
constitute Data Contract) as the Agent shall reasonably request
(including, without limitation, expected revenues, services to be
provided, related capital expenditures and performance obligations) to
confirm that such contract complies with the criteria contained in the
definition of `Data Contract' in SECTION 1.02 hereof and to verify
compliance with any other applicable provision hereof; PROVIDED that
KMC Holdings and Data Holdco shall not be required to deliver
information pursuant to this CLAUSE (B) if, and only to the extent
that, such delivery would result in a breach of any valid and binding
obligation of KMC Holdings or any Subsidiary thereof to treat such
information as confidential.
(c) Each of KMC Holdings and Data Holdco shall use their
respective best efforts to ensure that KMC Holdings and any applicable
Subsidiary thereof have all necessary consents and approvals, if any,
to deliver to the Agent and Lenders a copy of each Data Contract (or
contract intended to constitute a Data Contract) entered into on or
after the Sixth Amendment Effective Date, and to deliver all such
further information as may be required pursuant to CLAUSE (B) of this
SECTION 5.28.
(d) Promptly upon execution of any Material Agreement, such
Loan Party (i) shall supplement promptly SCHEDULE 3.09(B) with a
written notice to the Agents of an accurate and complete list of all
new Material Agreements, including Data Contracts and related financing
agreements, IRU Agreements, and Service Orders to which such Loan Party
is a party, it being understood and agreed that such Loan Party shall
not be required to deliver a supplement with respect to an individual
IRU Service Order for less than $1,000,000 entered into pursuant to an
IRU Agreement previously disclosed to the Agents and added to SCHEDULE
3.09(B), together (except to the extent otherwise permitted by CLAUSE
(A) above in respect of a Data Contract) with a true and complete copy
of each such new Material Agreement."
1.4 AMENDMENT TO SECTION 6.09 (PERMITTED ACTIVITIES). CLAUSE
(A) of SECTION 6.09 of the Loan Agreement is hereby amended to insert the
following new sentence at the end thereof:
"For the avoidance of doubt and notwithstanding anything
herein to the contrary, neither KMC Holdings nor any of its
Subsidiaries shall purchase, redeem or acquire, whether directly or
indirectly, any securities, or other beneficial interests in any
securities, issued by any such Person, including, without limitation,
any notes issued pursuant to the Indentures."
1.5 AMENDMENT TO SECTION 11.02 (NO WAIVERS; AMENDMENTS).
CLAUSE (B) of SECTION 11.02 of the Loan Agreement is hereby amended to insert
the following new sentence at the end thereof:
AMENDMENT NO. 6 TO LOAN AGREEMENT 3 EXECUTION
"In addition, no amendment to or waiver or modification of the
provisions of SECTION 2.08(C) shall be effective without the consent of
each Lender directly affected thereby. For the avoidance of doubt, the
parties hereto acknowledge and agree that the Pledged Notes do not
constitute substantially all of the Collateral."
2. LIMITED WAIVERS TO LOAN AGREEMENT.
2.1 TRANSFER OF NOTES ISSUED PURSUANT TO INDENTURES;
INVESTMENTS IN PURCHASED NOTES. On the basis of the representations and
warranties contained in, and subject to the terms and conditions of, this
Amendment, the Requisite Lenders hereby agree to waive, as of December 10, 2001:
(i) compliance with the restrictions contained in SECTIONS 6.09 and 6.11 of the
Loan Agreement and clause (i) of the last sentence of Section 2.1 (the "AUGUST
COVENANT") of that certain Limited Waiver to Loan Agreement dated as of August
30, 2001, solely to the extent necessary to permit Data LLC, a Data Subsidiary,
to transfer (directly, or indirectly through KMC Holdings) to KMC all of the
notes listed on Schedule 1 hereto (the "PURCHASED NOTES"); PROVIDED that neither
KMC nor any other Loan Party shall have made any payment or otherwise incurred
any obligation to any Data Subsidiary or any other Person in connection with
such transfer (nor shall such transfer be offset against, or treated as a
payment or prepayment of, any amount to become due from any Data Subsidiary any
such other Person); and (ii) compliance with the restrictions contained in
SECTION 6.07 of the Loan Agreement solely to the extent necessary to permit KMC
to own the Purchased Notes, or hold such notes registered in its name.
2.2 ALLEGIANCE DATA CONTRACT. On the basis of the
representations and warranties contained in, and subject to the terms and
conditions of, this Amendment, Requisite Lenders hereby agree to waive
compliance with the requirement in SECTION 6.03(B) of the Loan Agreement that no
Default or Event of Default shall exist at the time a Data Subsidiary enters
into a new Data Contract, solely to the extent necessary to permit KMC Telecom
XI, LLC to enter into on or before March 31, 2002 a Data Contract with
Allegiance Telecom Company Worldwide to provide DS0-Equivalent Channels;
PROVIDED that such agreement complies in all other respects with the provisions
of SECTION 6.03(B) of the Loan Agreement and the other provisions of the Loan
Documents.
2.3 EXTENSION OF LIMITED WAIVER. On the basis of the
representations and warranties contained in, and subject to the terms and
conditions of, this Amendment, the Agents and Requisite Lenders hereby agree to
extend the January 31, 2002 date set forth in Section 1.3 of the December Waiver
to March 31, 2002.
3. LIMITATION OF WAIVER. Without limiting the generality of
the provisions of SECTION 11.02(B) of the Loan Agreement, the waivers set forth
above shall be limited precisely as written and relate solely to noncompliance
by the Borrowers with the provisions of SECTIONS 6.03(B), 6.07, 6.09, and 6.11
of the Loan Agreement in the manner and to the extent described above and
nothing in this Limited Waiver shall be deemed to:
(a) constitute a waiver of compliance by the Borrowers with
respect to (i) SECTIONS 6.03(B), 6.07, 6.09, and 6.11of the Loan Agreement in
any other instance or (ii) any other term, provision or condition of the Loan
Agreement or any other instrument or agreement referred to therein; or
AMENDMENT NO. 6 TO LOAN AGREEMENT 4 EXECUTION
(b) prejudice any right or remedy that the Agents or any
Lender may now have (except to the extent such right or remedy was based upon
existing defaults that will not exist after giving effect to this Limited
Waiver) or may have in the future under or in connection with the Loan Agreement
or any other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions
and conditions of the Loan Agreement and the other Loan Documents shall remain
in full force and effect and in all other respects are hereby ratified and
confirmed.
4. ACKNOWLEDGMENT; RESERVATION OF RIGHTS; RELEASE OF CLAIMS.
4.1 ACKNOWLEDGMENT. Each Borrower acknowledges and agrees
that certain Defaults or Events of Defaults may have occurred and be continuing
under the Loan Agreement. Each Borrower acknowledges and agrees that, from and
after the date hereof, it shall not submit to Agent or Collateral Agent a Notice
of Borrowing requesting a Loan or a notice requesting the issuance of a Letter
of Credit or the provision of Credit Support for a Letter of Credit without the
prior written consent of Requisite Lenders.
4.2 RESERVATION OF RIGHTS. The Agent, on behalf of the
Lenders, has not, as of the date hereof except as set forth herein, exercised
its rights and remedies under the Loan Agreement and the other Loan Documents
with respect to any Default or Event of Default that may now exist; and the
Agent, in its sole discretion, on behalf of the Lenders (and subject only to the
right of the Requisite Lenders or Lenders, as the case may be, to direct the
Agent to take or refrain from taking certain actions as may be set forth in the
Loan Documents), may refrain from making, or continue to make, Loans or issue or
renew Letters of Credit, as the case may be, to the Borrowers under the Loan
Agreement. Although the Agents, on behalf of the Lenders, have not as of the
date hereof, except as provided herein, exercised with respect to any Default or
Event of Default that may now exist any of the rights, remedies, powers and
privileges of the Agents and/or the Lenders under the Loan Agreement and the
other Loan Documents, such non-exercise and any future non-exercise of any
rights, remedies, powers and privileges by any of the Agents or Lenders with
respect to any Default or Event of Default (whether now existing or hereafter
occurring), shall not in any manner be deemed or construed as a waiver thereof.
Any waiver of any Default or Event of Default shall only be effective if
executed and delivered in a written instrument in accordance with the provisions
of SECTION 11.02 of the Loan Agreement. Each of the Agents, on behalf of the
Lenders, hereby reserves its rights to exercise, without further notice to
Borrowers or any other Loan Party, any and all of such rights, remedies, powers
or privileges of each such Agent, on behalf of the Lenders, under the Loan
Agreement at any time, and from time to time, as such Agent deems appropriate in
respect of any Defaults or Events of Default that may now or hereafter exist.
The Agents and Lenders hereby reserve and preserve all of their respective
rights and remedies under the Loan Agreement, the other Loan Documents and
applicable law, and the Agents' and Lenders' voluntary action or inaction, if
any, from exercising any of such rights or remedies is not intended (and should
not be construed) as a waiver of such Events of Default or a waiver of its
rights and remedies with respect to them.
4.3 RELEASE AND DISCHARGE OF CLAIMS AND ACTIONS. TO INDUCE
THE AGENTS AND THE LENDERS TO ENTER INTO THIS AMENDMENT, EACH BORROWER AND EACH
GUARANTOR ON BEHALF OF ITSELF AND EACH OF ITS SUBSIDIARIES AND AFFILIATES EACH
HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND
AMENDMENT NO. 6 TO LOAN AGREEMENT 5 EXECUTION
IRREVOCABLY RELEASES, ACQUITS AND FOREVER DISCHARGES EACH OF THE AGENTS AND EACH
LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS
AND ASSIGNS, FROM ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION
OF ANY KIND (IF ANY THERE BE), WHETHER ABSOLUTE OR CONTINGENT, DUE OR TO BECOME
DUE, DISPUTED OR UNDISPUTED, AT LAW OR IN EQUITY, THAT ANY BORROWER OR ANY
GUARANTOR NOW HAVE OR EVER HAD AGAINST ANY AGENTS OR LENDER ARISING UNDER, BASED
UPON OR IN CONNECTION WITH THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED THEREBY BY REASON OF ANY MATTER, CAUSE OR THING
WHATSOEVER FROM THE BEGINNING OF THE WORLD TO AND INCLUDING THE SIXTH AMENDMENT
EFFECTIVE DATE.
5. CONDITIONS PRECEDENT. This Amendment shall become
effective as of the date above written, if, and only if, the Agent shall have
received duly executed originals of (i) this Amendment from the Borrowers, the
Requisite Lenders and the Agents and (ii) a Reaffirmation of Guaranty in the
form of Exhibit A annexed hereto duly executed by KMC Holdings, KMC I Services
LLC, KMC II Services LLC, Data Holdco, KMC Financing, KMC Financial Services,
Holdings IV, KMC IV, KMC IV Services LLC, KMC Telecom Leasing IV LLC and KMC
Telecom IV of Virginia, Inc.
6. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. In order
to induce the Lenders to enter into this Amendment in the manner provided
herein, each Borrower hereby represents and warrants, as to each Borrower or
each Loan Party, as the case may be, that after giving effect to this Amendment:
(a) AUTHORIZATION OF AGREEMENTS; BINDING OBLIGATIONS. The
execution and delivery of this Amendment and the performance of the Loan
Agreement as amended by this Amendment (as so amended, the "AMENDED AGREEMENT")
have been duly authorized by all necessary corporate action on the part of such
Borrower and constitute the legal, valid and binding obligations of such
Borrower, enforceable against such Borrower in accordance with their respective
terms except as may be limited by bankruptcy, insolvency reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability.
(b) CORPORATE POWER AND AUTHORITY. Such Borrower has all
requisite corporate power and authority to enter into this Amendment, and such
Loan Party has all requisite corporate power and authority to carry out the
transactions contemplated by, and perform its obligations under, the Loan
Agreement, as amended by this Amendment.
(c) NO CONFLICT. The execution and delivery by such Borrower
of this Amendment and the performance by such Borrower of the Amended Agreement
do not and will not (i) violate any provision of any law or any governmental
rule or regulation applicable such Borrower, the Certificate or Articles of
Incorporation or Bylaws (or comparable organizational documents) of such
Borrower or any order, judgment or decree of any court or other agency or
government binding on such Borrower, (ii) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
contractual obligation of such Borrower, (iii) result in or require the creation
or imposition of any Lien upon any of the properties or assets
AMENDMENT NO. 6 TO LOAN AGREEMENT 6 EXECUTION
of such Borrower (other than Liens created under any of the Loan Documents in
favor of the Collateral Agent on behalf of Lenders), or (iv) require any
approval of stockholders or any approval or consent of any Person under any
contractual obligation of such Borrower.
(d) GOVERNMENT CONSENTS. The execution and delivery by such
Borrower of this Amendment and the performance by such Borrower of the Amended
Agreement do not and will not require any registration with, consent or approval
of or notice to, or other action to, with or by, any multi-national, federal,
provincial, state, municipal, local or other governmental authority or
regulatory body.
(e) REAFFIRMATION. Upon the effectiveness of this Amendment,
such Borrower hereby reaffirms, subject to Section 4.1 hereof, all
representations and warranties made in the Loan Agreement, and to the extent the
same are not amended hereby, agrees that, subject to Section 4.1 hereof, all
such representations and warranties shall be deemed to have been remade as of
the date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of such
earlier date.
7. REFERENCE TO AND EFFECT ON THE LOAN AGREEMENT.
(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Loan Agreement to "this Loan Agreement,"
"this Agreement," "hereunder," "hereof," "herein" or words of like import shall
mean and be a reference to the Loan Agreement as amended hereby, and each
reference to the Loan Agreement in any other document, instrument or agreement
shall mean and be a reference to the Loan Agreement as amended hereby.
(b) The Loan Agreement, as amended hereby, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.
(c) Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Agents or the Lenders, nor constitute a waiver
of any provision of the Loan Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
8. FEES AND EXPENSES. Each Borrower acknowledges and agrees
that all costs, fees and expenses as described in SECTION 11.04 of the Loan
Agreement incurred by Agents, Lenders and their respective counsel with respect
to this Amendment and the documents and transactions contemplated hereby shall
be for the account of the Borrowers.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE OTHER REMAINING TERMS OF THE LOAN AGREEMENT AND
THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW
YORK.
10. PARAGRAPH HEADINGS. The paragraph headings contained in
this Amendment are and shall be without substance, meaning or content of any
kind whatsoever and are not a part of the agreement among the parties thereto.
AMENDMENT NO. 6 TO LOAN AGREEMENT 7 EXECUTION
11. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
AMENDMENT NO. 6 TO LOAN AGREEMENT 8 EXECUTION
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
THE BORROWERS:
KMC TELECOM LLC (f/k/a KMC TELECOM INC.)
KMC TELECOM II LLC (f/k/a KMC TELECOM II, INC.)
KMC TELECOM III LLC (f/k/a KMC TELECOM III, INC.)
KMC TELECOM OF VIRGINIA, INC.
KMC ▇▇▇▇▇▇▇.▇▇▇, INC.
In each case:
By:/s/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
KMC TELECOM LEASING I LLC
By: KMC TELECOM INC., as its Sole Member
By:/s/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
KMC TELECOM LEASING II LLC
By: KMC TELECOM II, INC., as its Sole Member
By:/s/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
AMENDMENT NO. 6 TO LOAN AGREEMENT S-1 EXECUTION
KMC TELECOM LEASING III LLC
KMC III SERVICES LLC
In each case:
By: KMC TELECOM III, INC., as Sole Member
By:/s/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
FIRST UNION NATIONAL BANK, as the Agent
and as a Lender
By:
------------------------------
Name:
Title:
CIT LENDING SERVICES CORPORATION
(f/k/a NEWCOURT COMMERCIAL FINANCE
CORPORATION), as the Collateral Agent and as a
Lender
By:
------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as a Lender
By:
------------------------------
Name:
Title:
AMENDMENT NO. 6 TO LOAN AGREEMENT S-2 EXECUTION
KMC TELECOM LEASING III LLC
KMC III SERVICES LLC
In each case:
By: KMC TELECOM III, INC., as Sole Member
By:
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
FIRST UNION NATIONAL BANK, as the Agent
and as a Lender
By:/s/▇.▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
CIT LENDING SERVICES CORPORATION
(f/k/a NEWCOURT COMMERCIAL FINANCE
CORPORATION), as the Collateral Agent and as a
Lender
By:
------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as a Lender
By:
------------------------------
Name:
Title:
AMENDMENT NO. 6 TO LOAN AGREEMENT S-2 EXECUTION
KMC TELECOM LEASING III LLC
KMC III SERVICES LLC
In each case:
By: KMC TELECOM III, INC., as Sole Member
By:
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
FIRST UNION NATIONAL BANK, as the Agent
and as a Lender
By:
------------------------------
Name:
Title:
CIT LENDING SERVICES CORPORATION
(f/k/a NEWCOURT COMMERCIAL FINANCE
CORPORATION), as the Collateral Agent and as a
Lender
By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE, as a Lender
By:
------------------------------
Name:
Title:
AMENDMENT NO. 6 TO LOAN AGREEMENT S-2 EXECUTION
KMC TELECOM LEASING III LLC
KMC III SERVICES LLC
In each case:
By: KMC TELECOM III, INC., as Sole Member
By:
------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as the Agent
and as a Lender
By:
------------------------------
Name:
Title:
CIT LENDING SERVICES CORPORATION
(f/k/a NEWCOURT COMMERCIAL FINANCE
CORPORATION), as the Collateral Agent and as a
Lender
By:
------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as a Lender
By:/s/▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC Inc., as Agent
AMENDMENT NO. 6 TO LOAN AGREEMENT S-2 EXECUTION
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Manager-Operations
LT HOLDCO II LLC, as a Lender
By: SFG XVI, Inc., its Manager
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as a Lender
By:
------------------------------
Name:
Title:
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES, as a Lender
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,
as a Lender
By:
------------------------------
Name:
Title:
AMENDMENT NO. 6 TO LOAN AGREEMENT S-3 EXECUTION
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By:
------------------------------
Name:
Title:
LT HOLDCO II LLC, as a Lender
By: SFG XVI, Inc., its Manager
By:
------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a Lender
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES, as a Lender
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,
as a Lender
By:
------------------------------
Name:
Title:
AMENDMENT NO. 6 TO LOAN AGREEMENT S-3 EXECUTION
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By:
------------------------------
Name:
Title:
LT HOLDCO II LLC, as a Lender
By: SFG XVI, Inc., its Manager
By:
------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a Lender
By:
------------------------------
Name:
Title:
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES, as a Lender
By:/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Associate
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,
as a Lender
By:
------------------------------
Name:
Title:
AMENDMENT NO. 6 TO LOAN AGREEMENT S-3 EXECUTION
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME
INCOME TRUST, as a Lender
By:
------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By:
------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED as
agent for KEYPORT LIFE INSURANCE
COMPANY, as a Lender
By:/s/▇▇▇▇▇ ▇. Good
------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: Sr. Vice President & Portfolio Manager
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY, as a Lender
By:/s/▇▇▇▇▇ ▇. Good
------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: Senior Vice President
▇▇▇▇▇ ▇▇▇ & Farnham Incorporated,
As Advisor to the ▇▇▇▇▇ ▇▇▇ Floating Rate
Limited Liability Company
IBM CREDIT CORPORATION, as a Lender
By:
------------------------------
Name:
Title:
AMENDMENT NO. 6 TO LOAN AGREEMENT S-4 EXECUTION
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME
INCOME TRUST, as a Lender
By:
------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By:
------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED as
agent for KEYPORT LIFE INSURANCE
COMPANY, as a Lender
By:
------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY, as a Lender
By:
------------------------------
Name:
Title:
IBM CREDIT CORPORATION, as a Lender
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Manager, Global Special Handling
AMENDMENT NO. 6 TO LOAN AGREEMENT S-4 EXECUTION