KMC TELECOM HOLDINGS INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>kmcamend7.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
                                                                    EXHIBIT 10.8
                                                                       EXECUTION
                   AMENDMENT NO. 7, LIMITED WAIVER AND CONSENT
                                       TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


                AMENDMENT NO. 7, LIMITED WAIVER AND CONSENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this "AMENDMENT"), dated as of
February 20, 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 TELECOM.COM, INC., a Delaware corporation
("TELECOM.COM"), KMC III SERVICES LLC, a Delaware limited liability company
("SERVICES"; KMC, KMC II, KMC III, KMC Virginia, Leasing I , Leasing II, Leasing
III, Telecom.com and Services being hereinafter collectively referred to 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, Amendment
No. 5 and Limited Waiver thereto dated as of July 16, 2001 and Amendment No. 6
and Limited Waiver thereto dated as of January 31, 2002 (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 informed the Agents and Lenders that
KMC and KMC III (KMC and KMC III, collectively referred to herein as "SELLERS")
have entered into an Asset Purchase Agreement (together with all schedules,
exhibits and attachments thereto and as amended, restated or supplemented from
time to time, the "ASSET PURCHASE AGREEMENT") dated as of December 19, 2001 by
and among the Sellers, CenturyTel Solutions, LLC, a Louisiana limited liability
company ("PURCHASER"), and for purposes of Section 4.3 of the Asset Purchase
Agreement, CenturyTel, Inc., a Louisiana corporation, pursuant to which Sellers
have agreed to sell to Purchaser and Purchaser has agreed to purchase from
Sellers all of the assets used in the operation of the business of providing
competitive local exchange telephone services, long distance, high speed data,
Internet access, the sale of customer premises equipment, exchange


AMENDMENT NO. 7 TO LOAN AGREEMENT                                   EXECUTION

<PAGE>

access and dedicated and special access in Monroe, Louisiana and Shreveport,
Louisiana and certain surrounding areas (collectively, the "BUSINESS");

                WHEREAS, the Borrowers have requested that the Lenders (i)
consent to the sale of the Business by Sellers to Purchaser (the "SUBJECT ASSET
SALE") and (ii) waive certain restrictions in the Loan Agreement to permit Data
Holdco to apply not more than $10,000,000 in cash to purchase on or before March
31, 2002 notes issued by KMC Holdings pursuant to the Indentures; 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:

                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 6 below (such date, the "SEVENTH 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:

                "'ADDITIONAL PURCHASED NOTES' shall mean the Additional
         Purchased Notes as defined in Section 2(a) of the Seventh Amendment.

                'PURCHASED NOTES' shall mean the Purchased Notes as defined in
         Section 2.1 of the Sixth Amendment.

                'SEVENTH AMENDMENT' shall mean that certain Amendment No. 7,
         Limited Waiver and Consent to Amended and Restated Loan and Security
         Agreement dated as of February 20, 2002 by and among the Borrowers, the
         Lenders and the Agent.

                'SEVENTH AMENDMENT EFFECTIVE DATE' shall mean the Seventh
         Amendment Effective Date as defined in the Seventh Amendment."

                (b) The definition of "Pledged Notes" as set forth in
SECTION 1.02 of the Loan Agreement is hereby amended and restated in its
entirety as follows:

                "'PLEDGED NOTES' shall mean the Purchased Notes and the
         Additional Purchased Notes."

                1.2  AMENDMENT TO SECTION 6.20 (CANCELLATION OF INDEBTEDNESS).
SECTION 6.20 of the Loan Agreement is hereby amended to insert the following
proviso at the end thereof:



AMENDMENT NO. 7 TO LOAN AGREEMENT              2                    EXECUTION

<PAGE>



                "; PROVIDED that, from and after the Seventh Amendment
         Effective Date, unless (x) a Default or Event of Default shall have
         occurred and be continuing and (y) either (i) the Loans shall have been
         accelerated (automatically pursuant to Sections 9.01(e) or (f) or
         otherwise) or (ii) the Collateral Agent shall have commenced the
         exercise of remedies against all or a portion of the Collateral and
         shall, by written notice, elect to require payment in full of any
         amount due and payable on the Pledged Notes or shall otherwise exercise
         any rights under any applicable Loan Document in respect of the Pledged
         Notes, KMC may, no earlier than ten (10) days prior to each date on
         which a scheduled payment of interest or principal on the Pledged Notes
         is due and payable in cash, waive its right to receive such cash
         payment; PROVIDED FURTHER that the Accreted Value (as defined in the
         Indenture dated as of January 29, 1998) of the Pledged Notes shall in
         all events continue to increase in accordance with the terms thereof;
         no such waiver shall, or shall purport to, waive any right to any
         payment that may become due on or after the applicable payment date;
         and any cash payment made on the Pledged Notes shall be paid to a
         Collection Account, and otherwise applied in accordance with the terms
         hereof and of the other Loan Documents."

                2. LIMITED WAIVERS TO LOAN AGREEMENT. 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, for
one time only:

                (a) compliance with the restrictions contained in SECTION 6.09
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 Holdco to
purchase on or before March 31, 2002 , in one or a series of purchases, notes
issued pursuant to the Indentures (each an "ADDITIONAL PURCHASED NOTE" and
collectively, the "ADDITIONAL PURCHASED NOTES") on the following terms and
conditions (the "ADDITIONAL NOTE BUYBACK"), it being understood and agreed that
any failure by any Loan Party to comply with the provisions of this Section 2(a)
shall constitute an immediate Event of Default under the Loan Agreement;

                (1)     the aggregate cash paid to purchase the Additional
Purchased Notes shall not exceed $10,000,000;

                (2)     the purchase price of each Additional Purchased Note
shall not exceed (i) with respect to each Additional Purchased Note constituting
a 12-1/2% Senior Discount Note due 2008 issued in connection with Indenture
dated as of January 29, 1998, ten percent (10%) of the Accreted Value (as
defined in such Indenture) of such Additional Purchased Note calculated as of
the date of such purchase and (ii) with respect to each Additional Purchased
Note constituting a 13-1/2% Senior Note due 2009 issued in connection with the
Indenture dated as of May 24, 1999, ten percent (10%) of the face amount of such
Additional Purchased Note without giving effect to any value assigned to
escrowed interest payments with respect to such Additional Purchased Note;

                (3)     prior to or simultaneously with the consummation of any
Additional Note Buyback, (i) Data Holdco shall have distributed to KMC Holdings
as a cash dividend (or other form of distribution payment pursuant to
documentation in form and substance satisfactory to the Agent) a portion of the
Net Asset Sale Proceeds received by Data Holdco or any Data




AMENDMENT TO NO. 7 TO LOAN AGREEMENT           3                   EXECUTION

<PAGE>

Subsidiaries in connection with the consummation of the securitization
transaction with Qwest on December 31, 2001 equal to one hundred percent (100%)
of the aggregate purchase price of the Additional Purchased Notes that are the
subject of such Additional Note Buyback (the "ADDITIONAL PROCEEDS AMOUNT") and
(ii) KMC Holdings shall have contributed the Additional Proceeds Amount as an
equity contribution to the capital of one or more Borrowers; it being understood
and agreed that (a) the $4,600,000 distributed as a cash dividend by Data Holdco
to KMC Holdings and contributed by KMC Holdings as an equity contribution to the
capital of KMC II on January 2, 2002 shall be credited towards the foregoing
obligations and (b) all of the foregoing distributions and contributions shall
not give rise to any payment or repayment obligation from any Borrower to KMC
Holdings, Data Holdco or any Data Subsidiary (or be offset against, or treated
as a payment or prepayment of, any amount due or to become due from any such
Person to any Borrower) or any payment or repayment obligation from KMC Holdings
to Data Holdco or any Data Subsidiary (or be offset against, or treated as a
payment or prepayment of, any amount due or to become due from any such Person
to KMC Holdings), in each case except as may expressly be agreed by the Agent in
writing pursuant to documentation in form and substance satisfactory to the
Agent;

                (4)     at any time the aggregate cash paid to purchase
Additional Purchased Notes equals or exceeds $1,000,000 and each increment of
$1,000,000 in excess thereof, promptly and in any event no later than the first
Business Day following each such event, subject to the application of the
provisions of SECTION 2.08(d) of the Loan Agreement, the Borrowers shall apply
$1,000,000 of the Additional Proceeds Amount and equivalent increments of
$1,000,000 in excess thereof to prepay the Term Loans and permanently reduce the
Revolving Loan Commitment Amount (and prepay the Revolving Loans in the amount
of such reduction), each on a pro rata basis, with such payments and reductions
being applied to reduce the amounts set forth on Annex C to the Loan Agreement
pursuant to the provisions of SECTION 2.09(d) thereof;

                (5)     as soon as possible and in any event no later than the
first Business Day following the consummation of any Additional Note Buyback,
Data Holdco shall have transferred (directly, or indirectly through KMC
Holdings) to KMC the related Additional Purchased Notes; PROVIDED that such
transfer shall be effected pursuant to documentation in form and substance
satisfactory to the Agent; and PROVIDED FURTHER that neither KMC nor any other
Loan Party shall make any payment or otherwise incur any obligation to Data
Holdco 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 or any such other Person); and

                (6)     as soon as possible and in any event no later than five
(5) Business Days following the consummation of any Additional Note Buyback
(which date may be extended in writing by the Agent and Collateral Agent in
their sole discretion), (i) KMC shall have pledged the related Additional
Purchased Notes pursuant to the terms of that certain Pledge Agreement dated as
of December 22, 1998 (as amended through the dated hereof and as it may be
further amended, restated, supplemented or otherwise modified from time to time,
the "KMC PLEDGE AGREEMENT") between KMC and the Collateral Agent, including,
without limitation, by delivering to the Agents executed counterparts of the
Pledge Supplement to the KMC Pledge Agreement duly executed by KMC and (ii) KMC
shall have executed and delivered to the Agent and Collateral Agent an amendment
to the Account Control Agreement dated as of November 8,




AMENDMENT NO. 7 TO LOAN AGREEMENT              4                   EXECUTION

<PAGE>

2001 among KMC, Collateral Agent and First Union National Bank, as Securities
Intermediary, modifying the definition of Eligible Investments appearing therein
to include the Additional Purchased Notes, such amendment to be in form and
substance acceptable to the Agent and the Collateral Agent;

                (b)     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 and Additional Purchased Notes, or hold such notes
registered in its name; and

                (c)     compliance with the restrictions contained in SECTIONS
6.09 and 6.11 of the Loan Agreement and the August Covenant solely to the extent
necessary to permit Data Holdco to transfer (directly, or indirectly through KMC
Holdings) to KMC all of the Additional Purchased Notes.

                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 6.07, 6.09, and 6.11 of the
Loan Agreement and the August Covenant in the manner and to the extent described
above and nothing in this Amendment shall be deemed to:

                (a) constitute a waiver of compliance by the Borrowers with
respect to (i) SECTIONS 6.07, 6.09, and 6.11 of the Loan Agreement and the
August Covenant 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

                (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 Amendment) 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. CONSENT TO SUBJECT ASSET SALE. 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 consent
pursuant to SECTION 6.03(a) of the Loan Agreement to the consummation of the
Subject Asset Sale pursuant to the terms of the Asset Purchase Agreement
delivered pursuant to Section 6(b) of this Amendment (the "FINAL ASSET PURCHASE
AGREEMENT"); PROVIDED that:

                (a) notwithstanding anything in the Loan Agreement to the
contrary, no later than five (5) Business Days prior to the consummation of the
Subject Asset Sale, the Borrowers shall have delivered to the Agents and
PricewaterhouseCoopers a certificate of the Chief Financial Officer of KMC
Holdings dated such date setting forth a detailed calculation of the Net Asset
Sale Proceeds resulting from the Subject Asset Sale, which calculation shall be
in form and substance satisfactory to the Agents, and, to the best of his
knowledge, a true, complete and accurate list of all agreements to be executed
in connection with the Subject Asset Sale;



AMENDMENT NO. 7 TO LOAN AGREEMENT              5                  EXECUTION

<PAGE>


                (b) concurrently with the consummation of the Subject Asset
Sale, (i) the Borrowers shall notwithstanding anything in the Loan Agreement to
the contrary, apply any Net Asset Sale Proceeds received in respect of the
Subject Asset Sale to prepay, subject to SECTION 2.08(d) of the Loan Agreement,
the Terms Loans and permanently reduce the Revolving Loan Commitment Amount
(and prepay the Revolving Loans in the amount of such reduction), each on a pro
rata basis, in a principal amount equal to one hundred percent (100%) of the Net
Asset Sale Proceeds from the Subject Asset Sale, (ii) the Borrowers shall
deliver to the Agents an officer's certificate of KMC and KMC III dated the date
of consummation of the Subject Asset Sale certifying that attached thereto is a
true, correct and complete copy of the Final Asset Purchase Agreement without
amendment or modification thereto since the Seventh Amendment Effective Date (or
with such amendments or modifications thereto as acceptable to the Agents),
which Final Asset Purchase Agreement is in full force and effect and (iii) all
other agreements and documents executed in connection with the Final Asset
Purchase Agreement shall in all respects be in form and substance satisfactory
to the Agent; and

                (c) in the event Borrowers shall subsequently determine that the
actual amount of Net Asset Sale Proceeds resulting from the Subject Asset Sale
is greater than the amount previously applied under clause (b) above, whether as
a result of any purchase price adjustment, release of amounts placed in escrow
or otherwise, Borrowers shall, notwithstanding anything in the Loan Agreement to
the contrary, (i) promptly apply any such excess Net Asset Sale Proceeds to
prepay, subject to SECTION 2.08(d) of the Loan Agreement, the Terms Loans and
permanently reduce the Revolving Loan Commitment Amount (and prepay the
Revolving Loans in the amount of such reduction), each on a pro rata basis, in
a principal amount equal to one hundred percent (100%) of such excess Net Asset
Sale Proceeds and (ii) promptly deliver to the Agents and PricewaterhouseCoopers
a certificate of the Chief Financial Officer of KMC Holdings dated the date of
such payment and setting forth a detailed calculation of such excess Net Asset
Sale Proceeds, which calculation shall be in form and substance satisfactory to
the Agents.

                The consent set forth in this Section 4 shall cease to be of
any force or effect if the Subject Asset Sale has not been consummated on or
before March 31, 2002.

                5.  ACKNOWLEDGMENT; RESERVATION OF RIGHTS; RELEASE OF CLAIMS.

                5.1 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.

                5.2 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


AMENDMENT NO. 7 TO LOAN AGREEMENT             6                   EXECUTION

<PAGE>


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.

                5.3 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 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 SEVENTH AMENDMENT EFFECTIVE DATE.

                6.  CONDITIONS PRECEDENT.  This Amendment shall become effective
as of the date above written, if, and only if, the following conditions are
satisfied:

                (a) 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.; and

                (b) receipt by the Agent of a copies of the forms of Asset
Purchase Agreement in all respects in form and substance satisfactory to the
Agent and Requisite Lenders (which satisfaction shall be evidenced by such
Lenders executing a counterpart hereof).



AMENDMENT NO. 7 TO LOAN AGREEMENT             7                   EXECUTION

<PAGE>


                7.  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 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 5.1 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 5.1 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.

                8. REFERENCE TO AND EFFECT ON THE LOAN AGREEMENT.


AMENDMENT NO. 7 TO LOAN AGREEMENT             8                   EXECUTION

<PAGE>


                (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.

                9. 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.

                10.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.

                11.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.

                12.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. 7 TO LOAN AGREEMENT             9                   EXECUTION

<PAGE>

                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 TELECOM.COM, INC.

                                 In each case:


                                 By:/s/ Constance Loosemore
                                    ________________________
                                 Name:   Constance Loosemore
                                 Title: Vice President, Treasurer

                                 KMC TELECOM LEASING I LLC
                                 By:  KMC TELECOM INC., as its Sole Member


                                 By:/s/ Constance Loosemore
                                    ________________________
                                 Name:   Constance Loosemore
                                 Title: Vice President, Treasurer


                                 KMC TELECOM LEASING II LLC
                                 By: KMC TELECOM II, INC., as its Sole Member


                                 By:/s/ Constance Loosemore
                                    ________________________
                                 Name:   Constance Loosemore
                                 Title: Vice President, Treasurer


AMENDMENT NO. 7 TO LOAN AGREEMENT             S-1                  EXECUTION

<PAGE>



                                 KMC TELECOM LEASING III LLC

                                 KMC III SERVICES LLC

                                 In each case:

                                 By:  KMC TELECOM III, INC., as Sole Member


                                 By:/s/ Constance Loosemore
                                    ________________________
                                 Name:   Constance Loosemore
                                 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. 7 TO LOAN AGREEMENT             S-2                  EXECUTION

<PAGE>


                                 KMC TELECOM LEASING III LLC

                                 KMC III SERVICES LLC

                                 In each case:

                                 By:  KMC TELECOM III, INC., as Sole Member


                                 By:________________________
                                 Name:   Constance Loosemore
                                 Title: Vice President, Treasurer


                                 FIRST UNION NATIONAL BANK, as the Agent
                                 and as a Lender


                                 By: /s/ G.C. Ullrich
                                     ________________________
                                 Name:  G.C. Ullrich
                                 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. 7 TO LOAN AGREEMENT             S-2                  EXECUTION

<PAGE>


                                 KMC TELECOM LEASING III LLC

                                 KMC III SERVICES LLC

                                 In each case:

                                 By:  KMC TELECOM III, INC., as Sole Member


                                 By:________________________
                                 Name:   Constance Loosemore
                                 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/ Michael V. Monahan
                                    ________________________
                                 Name:   Michael V. Monahan
                                 Title:  Vice President


                                 CANADIAN IMPERIAL BANK
                                 OF COMMERCE, as a Lender


                                 By:________________________
                                 Name:
                                 Title:




AMENDMENT NO. 7 TO LOAN AGREEMENT             S-2                  EXECUTION

<PAGE>

                                 KMC TELECOM LEASING III LLC

                                 KMC III SERVICES LLC

                                 In each case:

                                 By:  KMC TELECOM III, INC., as Sole Member


                                 By:________________________
                                 Name:   Constance Loosemore
                                 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:/s/ Jacqueline Stewart
                                    ________________________
                                 Name:  Jacqueline Stewart
                                 Title: Executive Director
                                        CIBC Inc., As Agent




AMENDMENT NO. 7 TO LOAN AGREEMENT             S-2                  EXECUTION

<PAGE>

                                 GENERAL ELECTRIC CAPITAL
                                 CORPORATION, as a Lender


                                 By:/s/Brian P. Ward
                                    ________________________
                                 Name:  BRIAN P. WARD
                                 Title: MANAGER-OPERATIONS


                                 LT HOLDCO II LLC, as a Lender
                                 By: SFG XVI, Inc., its Manager


                                 By:/s/ Kevin Curtin
                                    ________________________
                                 Name:  Kevin Curtin
                                 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:


                                 MORGAN STANLEY SENIOR FUNDING, INC.,
                                 as a Lender


                                 By:________________________
                                 Name:
                                 Title:




AMENDMENT NO. 7 TO LOAN AGREEEMNT             S-3                  EXECUTION

<PAGE>


                                 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/ Brian K. Schneider
                                    ________________________
                                 Name:   BRIAN K. SCHNEIDER
                                 Title:  Associate

                                 By:/s/ Brian E. Haughney
                                    ________________________
                                 Name:  BRIAN E. HAUGHNEY
                                 Title: VICE PRESIDENT


                                 MORGAN STANLEY SENIOR FUNDING, INC.,
                                 as a Lender


                                 By:________________________
                                 Name:
                                 Title:




AMENDMENT NO. 7 TO LOAN AGREEEMNT             S-3                  EXECUTION

<PAGE>


                                 MORGAN STANLEY DEAN WITTER PRIME
                                 INCOME TRUST, as a Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 UNION BANK OF CALIFORNIA, N.A., as a
                                 Lender


                                 By:/s/ Jean-Pierre Knight
                                    ________________________
                                 Name:  Jean-Pierre Knight
                                 Title: Assistant Vice President


                                 STEIN ROE & FARNHAM INCORPORATED as
                                 agent for KEYPORT LIFE INSURANCE
                                 COMPANY, as a Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 STEIN ROE FLOATING RATE LIMITED
                                 LIABILITY COMPANY, as a Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 IBM CREDIT CORPORATION, as a Lender


                                 By:________________________
                                 Name:
                                 Title:



AMENDMENT NO. 7 TO LOAN AGREEMENT             S-4                  EXECUTION

<PAGE>



                                 MORGAN STANLEY DEAN WITTER PRIME
                                 INCOME TRUST, as a Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 UNION BANK OF CALIFORNIA, N.A., as a
                                 Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 STEIN ROE & FARNHAM INCORPORATED as
                                 agent for KEYPORT LIFE INSURANCE
                                 COMPANY, as a Lender


                                 By:/s/ James R. Fellows
                                    ________________________
                                 Name:  James R. Fellows
                                 Title: Sr. Vice President & Portfolio Manager


                                 STEIN ROE FLOATING RATE LIMITED
                                 LIABILITY COMPANY, as a Lender


                                 By:/s/ James R. Fellows
                                    ________________________
                                 Name: James R. Fellows
                                 Title:Senior Vice President
                                       Stein Roe & Farnham Incorporated,
                                       as Advisor to the Stein Roe Floating Rate
                                       Limited Liability Company

                                 IBM CREDIT CORPORATION, as a Lender


                                 By:________________________
                                 Name:
                                 Title:



AMENDMENT NO. 7 TO LOAN AGREEMENT             S-4                  EXECUTION

<PAGE>


                                 MORGAN STANLEY DEAN WITTER PRIME
                                 INCOME TRUST, as a Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 UNION BANK OF CALIFORNIA, N.A., as a
                                 Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 STEIN ROE & FARNHAM INCORPORATED as
                                 agent for KEYPORT LIFE INSURANCE
                                 COMPANY, as a Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 STEIN ROE FLOATING RATE LIMITED
                                 LIABILITY COMPANY, as a Lender


                                 By:________________________
                                 Name:
                                 Title:


                                 IBM CREDIT CORPORATION, as a Lender


                                 By:/s/ Steven A. Flanagan
                                    ________________________
                                 Name:   STEVEN A. FLANAGAN
                                 Title:  MANAGER, GLOBAL SPECIAL HANDLING



AMENDMENT NO. 7 TO LOAN AGREEMENT             S-4                  EXECUTION

</TEXT>
</DOCUMENT>
