EXHIBIT 10.5
AMENDMENT NUMBER 2
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
KMC TELECOM, INC.
AND
LUCENT TECHNOLOGIES INC.
This is Amendment No. 2 (hereinafter "Amendment") to the Professional Services
Agreement by and between KMC Telcom, Inc., a Delaware corporation with offices
at 0000 Xxxxx 000, Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter
"Customer") and Lucent Technologies Inc., a Delaware Corporation, 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, as modified and amended by Amendment
Number 1, effective as of October 1, 1998 (as so amended, 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. SCOPE OF AGREEMENT
The definition of "Customer" contained in the Professional Services Agreement is
hereby amended to additionally include KMC Telecom II, Inc., a Delaware
corporation, KMC Telecom Leasing I LLC, a Delaware limited liability company,
KMC Telecom Leasing II LLC, a Delaware limited liability company, KMC Telecom of
Virginia, Inc., a Virginia public service company, KMC Telecom III, Inc., a
Delaware corporation, KMC Telecom Leasing III LLC, a Delaware limited liability
company, KMC Telecom IV, Inc., a Delaware corporation, and KMC Telecom Leasing
IV LLC, a Delaware Limited liability company, it being the intent and
understanding among the parties that KMC Telecom II, Inc., KMC Telecom Leasing I
LLC, KMC Telecom Leasing II LLC, KMC Telecom of Virginia, Inc., KMC Telecom III,
Inc., KMC Telecom Leasing III LLC, KMC Telecom IV, Inc. and KMC Telecom Leasing
IV LLC be authorized to procure Services from Lucent under and pursuant to the
terms and conditions of the Professional Services Agreement.
2. TERM OF AGREEMENT
The expiration date of the Professional Services Agreement shall be extended
from September 30, 2000 to September 30, 2005.
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 and Amendment Number 1 supersede 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 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) indicted.
KMC TELECOM, INC. KMC TELECOM LEASING LLC
By: /S/XXXXXX X. XXXXX XX By: /S/XXXXXX X. XXXXX XX
--------------------- ---------------------
Name: XXXXXX X. XXXXX XX Name: XXXXXX X. XXXXX XX
------------------ ------------------
Title: PRESIDENT Title: PRESIDENT
--------- ---------
Date: 9-29-00 Date: 9-29-00
------- -------
KMC TELECOM II, INC. KMC TELECOM LEASING II LLC
By: /S/XXXXXX X. XXXXX XX By: /S/XXXXXX X. XXXXX XX
--------------------- ---------------------
Name: XXXXXX X. XXXXX XX Name: XXXXXX X. XXXXX XX
------------------ ------------------
Title: PRESIDENT Title: PRESIDENT
--------- ---------
Date: 9-29-00 Date: 9-29-00
------- -------
KMC TELECOM III, INC. KMC TELECOM LEASING III LLC
By: /S/XXXXXX X. XXXXX XX By: /S/XXXXXX X. XXXXX XX
--------------------- ---------------------
Name: XXXXXX X. XXXXX XX Name: XXXXXX X. XXXXX XX
------------------ ------------------
Title: PRESIDENT Title: PRESIDENT
--------- ---------
Date: 9-29-00 Date: 9-29-00
------- -------
2
KMC TELECOM IV, INC. KMC TELECOM LEASING IV LLC
By: /S/XXXXXX X. XXXXX XX By: /S/XXXXXX X. XXXXX XX
--------------------- ---------------------
Name: XXXXXX X. XXXXX XX Name: XXXXXX X. XXXXX XX
------------------ ------------------
Title: PRESIDENT Title: PRESIDENT
--------- ---------
Date: 9-29-00 Date: 9-29-00
------- -------
KMC TELECOM OF VIRGINIA, INC. LUCENT TECHNOLOGIES INC.
By: /S/XXXXXX X. XXXXX XX By:
--------------------- -----------------------
Name: XXXXXX X. XXXXX XX Name:
------------------ ---------------------
Title: PRESIDENT Title:
--------- --------------------
Date: 9-29-00 Date:
------- ---------------------
3
