EXHIBIT 10.4
CONTRACT NUMBER: LNM980917MP
AMENDMENT NUMBER 1
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
KMC TELECOM INC.
AND
LUCENT TECHNOLOGIES INC.
This is Amendment No. 1 (hereinafter "Amendment") to the Professional Services
Agreement by and between KMC Telcom Inc., a Delaware corporation with offices
0000 Xxxxx 000, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter "Customer")
and Lucent Technologies Inc., a Delaware Corporation, acting through its Global
Service Providers Group, with offices at 000 Xxxx Xxxxxx Xxxx, Xxxxxx, Xxx
Xxxxxx 00000 (hereinafter "Lucent").
WHEREAS, Customer and Lucent have entered into a Professional Services Agreement
Number LNS970602JC dated September 4, 1997 (hereinafter "the Agreement"),
setting forth the terms and conditions pursuant to which Lucent agreed to
provide and Customer agreed to procure certain Professional Services as such
Services are described therein; and
WHEREAS, Customer and Lucent wish to make certain modifications to that
Agreement as set forth herein,
NOW THEREFORE, in consideration of the mutual promises hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. TERM OF AGREEMENT
The expiration date of the Professional Services Agreement shall be extended
from July 22, 2000 to September 30, 2000.
2. CHARGES
Charges for Services to be performed under this Amendment shall be as set forth
in Appendix A, attached hereto and made part of this Amendment. Appendix A
modifies the charges set forth in Appendix A, Section 2 of the Agreement. This
Amendment and the charges specified in Appendix A shall be effective October 1,
1998.
3. ENTIRE AGREEMENT
Except as specifically modified, amended or supplemented herein, all terms and
conditions of the Agreement shall remain in full force and effect. The terms and
conditions contained in this Amendment and those nonconflicting terms and
conditions of the Agreement supercede all prior oral and written understandings
between the parties and shall constitute the entire agreement between the
parties with respect to the subject matter herein. This Amendment shall not be
modified or amended except by a writing signed by an authorized representative
of both parties.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representative on the date (s) indicated.
KMC TELECOM INC. LUCENT TECHNOLOGIES INC.
By: /S/XXXXXXX XXXXXXXXX By: /S/ X.X. XXXXXXX
-------------------- ----------------
Name: XXXXXXX XXXXXXXXX Name: X.X. XXXXXXX
----------------- ------------
Title: PRESIDENT Title: DIRECTOR-NATIONAL ACCOUNT
--------- -------------------------
Date: OCTOBER 1, 1998 Date: OCTOBER 20, 1998
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APPENDIX A
CHARGES
ANNUAL GATEWAY
SERVICES LEVELS PRICE ELEMENTS 5ESS SLC SM DACS II DACS IV
--------------- ----- -------- ---- --- -- ---- -- ---- --
Very Small $163,000 up to 15 1 up to 8 1 1 1
Small $198,000 16 to 25 1 up to l5 1 1 1
Medium $245,000 26 to 35 1 up to 20 2 1 1
Large $320,000 36 to 50 1 up to 25 3 1 1
Very Large $390,000 1
The Annual prices listed above are based on the following:
1. Traffic Management, Capacity Management and Network Management are
included in the Annual Price.
2. The Annual Price is based on 5ESS(R) -2000 Very Compact Digital
Exchange ("VCDX") as configured above with the associated Lucent
equipment/components.
3. For the annual period beginning October 1, 1998 through September 30,
1999, Customer will be charged at the Very Small Service Level
($163,000) for all Customer cities with a 5ESS/VCDX. Thereafter, the
parties agree to meet sixty (60) days prior to the end of the annual
period (September 30) to determine the annual price for the next
annual period. The annual price charged may change, for any Customer
city, if any two (2) of the components listed above change during the
preceding annual period.
4. Lucent agrees to provide a monthly report based on the number of
system components and type of service being utilized at each of the
Customer's 5ESS/VCDX locations. Historical data can be used to
determine if a new Customer 5ESS/VCDX location should begin at the
Small Service Level instead of the Very Small Service Level based on
the period of time it took for a Customer's 5ESS/VCDX Location to
reach its Service Level Capacity in a similar size city.
5. System Integration Services (Turnover/Cutover) are not included in the
price quoted above, but such Services are available at a price of one
hundred thousand dollars ($100,000) per small 5ESS/VCDX switch site.
PROVISIONING/TRANSLATIONS AND CUSTOMER CARE:
Provisioning/Translations and Customer Care Services maybe purchased on as
needed basis at the following prices:
1. 1500 hour block at a price of one hundred twenty-one thousand and five
hundred dollars ($121,500) per 1500 hour block, or
2. after the completion of ten (10) 1500 hour blocks, or the beginning in
the tenth (10th) month of the annual period, such service may be
purchased at a price of eighty-one dollars ($81) per hour as incurred.
There will be a minimum one (1) hour charge.
