AMENDMENT NO. 1 TO
THE WARRANT REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of April 30, 1999 to the Warrant Registration
Rights Agreement, dated as of February 4, 1999 (the "Registration Rights
Agreement") among KMC Telecom Holdings, Inc. (the "Company"), Newcourt
Commercial Finance Corporation ("Newcourt"), and Lucent Technologies, Inc.
("Lucent").
W I T N E S S E T H
WHEREAS, Newcourt and Lucent have certain rights under the
Registration Rights Agreement to have the Company register securities owned by
them;
WHEREAS, the Company has issued to First Union Investors, Inc. ("First
Union") Preferred Stock Warrants 2 (as defined below) and has entered into a
warrant registration rights agreement with First Union, dated as of the date
hereof (the "Registration Rights Agreement 2") giving First Union certain rights
to have the Company register securities owned by First Union;
WHEREAS, the parties hereto desire to make certain amendments to the
Registration Rights Agreement to reconcile the rights granted to Newcourt and
Lucent under the Registration Rights Agreement and the rights granted to First
Union under the Registration Rights Agreement 2;
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 Registration Rights Agreement and used herein are so used
as so defined. In addition, the following terms shall have the meanings set
forth below:
"PREFERRED STOCK WARRANTS 2" means Warrants issued to holders of
Series E Preferred Stock pursuant to the Warrant Agreement 2, each such Warrant
initially entitling the holder thereof to purchase 0.471756 shares of Common
Stock at an exercise price of $.01 per share, and any Springing Warrants issued
to First Union under the Warrant Agreement as amended by Amendment No. 1 to
Warrant Agreement dated as of April 30, 1999.
"PURCHASE AGREEMENT 2" means the Securities Purchase Agreement dated
as of April 30, 1999 between the Company and First Union Investors, Inc.
"REGISTRATION RIGHTS AGREEMENT" has the meaning specified in the
introductory paragraph of this Amendment; "REGISTRATION RIGHTS AGREEMENT 2" has
the meaning specified in the recitals to this Amendment.
"WARRANT AGREEMENT 2" means the Warrant Agreement dated as of April
30, 1999 among the Company, First Union Investors, Inc. and The Chase Manhattan
Bank as Warrant Agent.
2. AMENDMENT TO SECTIONS 2(B) AND (C) OF THE REGISTRATION RIGHTS
AGREEMENT.
(a) For purposes of the second paragraph of Paragraph (b) of Section 2
of the Registration Rights Agreement, "Holders" shall be deemed to include, in
addition to the record holders of the warrants and Springing Warrants issued
pursuant to the Warrant Agreement and holders of Common Shares (or other
securities) received upon exercise thereof, the record holders of the warrants
issued under the Warrant Agreement 2 and the holders of Common Shares (or other
securities) received upon exercise thereof;
(b) For purposes of Paragraph (c) of Section 2 of the Registration
Rights Agreement, "Holders" shall be deemed to include, in addition to the
record holders of the warrants and Springing Warrants issued pursuant to the
Warrant Agreement and holders of Common Shares (or other securities) received
upon exercise thereof, the record holders of the warrants issued under the
Warrant Agreement 2 and the holders of Common Shares (or other securities)
received upon exercise thereof.
3. Except as expressly amended hereby, all of the provisions of the
Registration Rights 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.
C-2
IN WITNESS WHEREOF, the undersigned have executed, or caused to be
executed, this Amendment as of the date first above written.
KMC TELECOM HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
NEWCOURT COMMERCIAL FINANCE
CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
Title: Vice President
LUCENT TECHNOLOGIES INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Signature Page to
Amendment No. 1 to
Warrant Registration
Rights Agreement