EXHIBIT 10.8

                             KMC FUNDING CORPORATION
     $325,000,000 7.341% Media Internet Gateway Service Notes, Series 2001-1

                             NOTE PURCHASE AGREEMENT

                                                          Dated:  March 30, 2001

To the Purchasers
Named on the Signature Page Hereto

Ladies and Gentlemen:

     KMC Funding Corporation,  a Delaware corporation (the "ISSUER"),  proposes,
subject  to the  terms  and  conditions  stated  herein,  to  sell  to you  (the
"PURCHASERS")  the  aggregate  principal  amount of notes  entitled  KMC Funding
Corporation  Media Internet  Gateway Service Notes,  Series 2001-1 (the "NOTES")
issued by the Issuer. The Notes will evidence obligations of the Issuer, will be
secured by the Collateral (as defined in the  Indenture),  and generally will be
entitled to payments of Monthly  Principal and Monthly Interest on the fifteenth
day of each  month  (or if  such  day is not a  Business  Day,  the  immediately
succeeding  Business Day) (each, a "PAYMENT  DATE"),  as more  particularly  set
forth in the Indenture,  dated as of March 1, 2001 (the "INDENTURE") between the
Issuer and Wells Fargo Bank Minnesota, National Association (the "TRUSTEE").

     Forms of the  Indenture,  the  Contracts (as defined  herein),  the Private
Placement  Memorandum  (as defined  herein) and the Notes have been delivered to
all Purchasers,  and each Purchaser hereby represents to the Issuer that each of
the foregoing is  acceptable to it. Each document and each document  attached to
any of the foregoing is in substantially  the form in which it will be executed,
with such changes as may be approved by all Purchasers.

     All  capitalized   terms  not  otherwise  defined  herein  shall  have  the
respective meanings set forth in Appendix I to the Indenture.

     Section 1.  AGREEMENT TO PURCHASE.  Subject to the terms and conditions and
in reliance upon the  representations  and warranties herein set forth, on April
2, 2001,  the  Issuer  agrees to sell and to issue to the  Purchasers,  and each
Purchaser severally agrees to purchase, the Notes, payable to Cede & Co., in the
original  principal  amount of $325,000,000.  The respective  obligations of the
Issuer  and each  Purchaser  hereunder  are  separate  obligations  and shall be
subject to purchase by all Purchasers of the respective  Notes set forth in such
Schedule  I (or the  arrangement  by the  Issuer of a  substitute  purchaser  or
substitute purchasers).

     Section 2. DELIVERY AND PAYMENT. Delivery of the Notes shall be made at the
offices of Kelley Drye & Warren LLP, 101 Park Avenue,  New York, New York 10178,
at 10:00 A.M., New York time, on April 2, 2001 (the "FUNDING DATE").  The Issuer
will deliver to DTC on the Funding  Date one Note,  in the  aggregate  principal
amount of Notes to be acquired by each Purchaser, dated the Closing Date, as set
forth on Schedule I. Upon  fulfillment of the foregoing and  satisfaction of all



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conditions  specified in Section 8 of this Agreement,  each Purchaser  severally
shall pay to the Issuer,  on the Funding  Date,  its  respective  portion of the
Purchase Price, as defined below, set forth in Section 3 of this Agreement.

     Section 3. PURCHASE  PRICE;  USE OF PROCEEDS.  (a) The purchase  price (the
"PURCHASE PRICE") for the Notes purchased by the Purchasers shall be 100% of the
original  principal amount thereof.  Payment of the Purchase Price shall be made
by the Purchasers on the Funding Date by wire transfer of immediately  available
funds to the Trustee against delivery to DTC of such Notes on the Funding Date.

          (b) The Issuer shall apply the aggregate  proceeds of the Notes on the
Funding  Date to pay  issuance  costs,  to repay all  Indebtedness  to  Dresdner
Kleinwort  Benson North America  Leasing,  Inc. (the "LENDER") then  outstanding
under the Loan and Security Agreement, dated as of November 1, 2000, between the
Lender and the Issuer (the "LSA"), to pay the Initial Subordinated Servicing Fee
to KMC VI, to fund the Reserve Account as specified in the Indenture, to pay the
legal fees of  Purchasers'  counsel to Willkie  Farr & Gallagher  and to pay any
balance to such person as the Issuer shall designate in writing.

     Section 4.  REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer hereby
restates,  for the benefit of each Purchaser,  each of its  representations  and
warranties set forth in the  Transaction  Documents to which it is a party.  The
Issuer  further  represents  and  warrants  (as of the  Closing  Date)  to  each
Purchaser that:

          (a) The Issuer is a corporation  duly organized,  validly existing and
in good  standing  under  the laws of the  state  of  Delaware  with  its  chief
executive  office and  principal  place of  business  located at 1545 Route 206,
Bedminster,  New Jersey 07921, and has the power to own its assets and to engage
in the activities in which it is presently  engaged and is duly qualified and in
good  standing  under  the laws of each  jurisdiction  where  its  ownership  of
property or the conduct of its activities  requires such  qualification,  if the
failure to so qualify would have a material adverse effect on the ability of the
Trustee to enforce its rights in any of the  Collateral.  One hundred percent of
issued and  outstanding  stock of the Issuer is owned by KMC  Telecom  Holdings,
Inc. ("KMC"), a Delaware corporation. The Issuer has no subsidiaries;

          (b) Each of the Notes, this Agreement,  the Indenture, the Amended and
Restated  Acknowledgment  and Consent,  dated as of March 1, 2001 (the  "SERVICE
PURCHASERS  CONSENT") among the Service  Purchasers,  KMC Telecom VI, Inc. ("KMC
VI"), a Delaware  corporation,  the Issuer, the Trustee and the Lender, and each
other Contract has been duly  authorized,  executed and delivered by the parties
thereto,  and constitutes a legal, valid and binding agreement and obligation of
the parties  thereto,  enforceable in accordance with its terms except that such
enforcement  may be  limited  by  (1)  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws (whether  statutory,  regulatory or decisional)
now or hereafter  in effect  relating to  creditors'  rights  generally  and (2)
general  principles  of equity  (regardless  of whether such  enforceability  is
considered in a proceeding in equity or at law);



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          (c)  Neither  (1)  the  execution  and  delivery  of  the  Transaction
Documents nor (2) the consummation of the transactions  herein  contemplated nor
the fulfillment of, or compliance with, the terms and provisions  hereof, of any
other  Transaction  Document  will  conflict  with,  or result in a breach of or
violation by the Issuer of any law or any of the terms, conditions or provisions
of the  certificate of  incorporation  or bylaws of the Issuer,  or of any bond,
debenture, note, mortgage,  indenture, or other agreement or instrument to which
the  Issuer  is a party  or by  which  it or its  properties  may be  bound,  or
constitute  (or with the  giving of notice or the  passage  of time or both will
constitute) a default thereunder, or result in the creation or imposition of any
lien,  charge,  security  interest or other encumbrance of any nature whatsoever
upon the  Collateral  pursuant to the terms of any such  agreement or instrument
other than the Issuer's pledge of the Collateral to the Trustee  pursuant to the
Indenture;

          (d) The  Issuer  owns the  Collateral  free and clear of all  security
interests,  liens and encumbrances whatsoever,  except for the security interest
Granted to the Lender under the LSA,  which  security  interest will be released
upon the payment to the Lender of an amount from the proceeds of the sale of the
Notes equal to the sum of all Indebtedness of the Issuer then outstanding  under
the LSA  and the  security  interest  Granted  to the  Trustee  pursuant  to the
Indenture;

          (e)  The  Trustee  will  have,  upon  payment  for the  Notes,  a duly
perfected first priority  security  interest in all of the  Collateral,  and the
Issuer has  delivered to the Trustee the  executed  "SECURED  PARTY'S  ORIGINAL"
counterpart  of each of the Service  Purchasers  Consent  and the MGS  Agreement
(collectively, the "SERVICE PURCHASERS CONTRACTS");

          (f) Uniform  Commercial  Code  financing  statements  and documents of
similar import (collectively,  the "FINANCING STATEMENTS"),  in recordable form,
with respect to the Collateral have been filed against the Issuer, as debtor, in
the  jurisdiction  where it is organized and where its chief executive office is
located, and in each jurisdiction where the Equipment is located  (collectively,
the "FILING  LOCATIONS");  and Financing  Statements,  in recordable  form, with
respect to the Collateral have been assigned by the Lender, as assignor,  to the
Trustee on behalf of the Noteholders, pertaining to all Filing Locations;

          (g) No other  security  interest  has been or will be  Granted  by the
Issuer, to anyone other than the Trustee,  with respect to any of the Collateral
and the income, payments and proceeds therefrom;

          (h) The copies of the  Indenture,  the MGS  Agreement  (including  all
amendments thereto) and each other Transaction  Document delivered by the Issuer
to each  Purchaser  on or prior to the Closing  Date,  each are true and correct
copies of such documents,  each of which is in full force and effect and has not
been amended, modified or terminated in any respect through the Closing Date;

          (i)  There  is no  payment  under  the MGS  Agreement  or the  Service
Purchasers  Consent  which  is now  past due  pursuant  to the  terms of the MGS


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Agreement or the Service  Purchasers  Consent,  nor have there been any payments
made in advance on account of any  payment  due under the MGS  Agreement  or the
Service Purchasers Consent,  and to the best of the Issuer's knowledge,  none of
the  Service  Purchasers,  the Issuer or KMC VI is in  default  under any of its
obligations under the Service Purchasers Contracts;

          (j) The Service  Purchasers  have not  notified  the Issuer or (to the
best of the Issuer's knowledge),  any of KMC VI, Nortel nor Lucent,  directly or
indirectly,  that: (1) the Issuer,  KMC VI, Nortel or Lucent is in default under
any of its  obligations  under  the  Contracts  to which it is a party,  (2) any
material portion of the Equipment is not functioning  properly,  (3) the Service
Purchasers  intend not to pay any amount  which is due or which will become due,
or will not satisfy any  obligation  required to be  performed  by it, under the
Service Purchasers Contracts, or (4) there has been a material adverse change in
the  condition  (financial or  otherwise)  of the Service  Purchasers  and their
consolidated subsidiaries since September 30, 2000;

          (k) There are no  setoffs,  counterclaims,  or defenses on the part of
the Service  Purchasers to pay any of the Minimum Payments due under the Service
Purchasers Contracts;

          (l) The Issuer's  obligations  under the Transaction  Documents are in
full force and  effect and there is no  litigation  or  governmental  proceeding
pending or  threatened  against  either KMC VI or the  Issuer,  the Notes or any
Collateral;

          (m) Neither the Issuer nor any  "affiliate" (as defined in Rule 501(b)
of Regulation D under the  Securities  Act  ("REGULATION  D")) of the Issuer has
directly,  or  through  any  agent,  including,  without  limitation,   Dresdner
Kleinwort  Benson North America LLC d/b/a Dresdner  Kleinwort  Wasserstein  (the
"PLACEMENT  AGENT"),  (1) sold,  offered  for sale,  solicited  offers to buy or
otherwise  negotiated in respect of, any security (as defined in the  Securities
Act) which is or will be integrated  with the sale of the Notes in a manner that
would render the  issuance  and sale of the Notes a violation of the  Securities
Act or require the  registration  of the Notes under the  Securities  Act or (2)
engaged in any form of general  solicitation or general  advertising (within the
meaning of Regulation D) in connection with the offering of the Notes. It is not
necessary  in  connection  with the  offer,  sale and  delivery  of the Notes to
register the Notes under the Securities Act;

          (n) The aggregate  amount of Minimum  Payments  payable by the Service
Purchasers under the Service Purchasers Consent during each Collection Period is
sufficient to pay the Priority  Payments on the Notes,  as such payments  become
due and  payable,  in  accordance  with the  Indenture  (without  regard  to any
acceleration of the Notes);

          (o) Any taxes,  fees and other  governmental  charges arising from the
execution and delivery of the  Transaction  Documents and in connection with the
execution,  delivery  and  issuance  of the Notes and with the  transfer  of the
Contracts and any interest in the  Equipment,  have been paid or will be paid by
KMC VI;


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          (p)  Neither  KMC VI nor the Issuer is subject to  registration  as an
"investment  company" under the Investment  Company Act of 1940, as amended (the
"1940 ACT"),  or will become an "investment  company"  within the meaning of the
1940  Act  as a  result  of the  transactions  contemplated  by the  Transaction
Documents to which it is a party;

          (q) None of the transactions contemplated in the Transaction Documents
(including, without limitation thereof, the use of the proceeds from the sale of
the Notes) will violate or result in a violation of Section 7 of the  Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or any regulations issued
pursuant thereto  including  Regulations T, U and X of the Board of Governors of
the Federal Reserve System, 12 C.F.R., Chapter II;

          (r) All approvals,  authorizations,  consents, orders or other actions
of any Person  required in  connection  with the  execution  and delivery of the
Transaction  Documents to which it is a party by the Issuer,  and with the valid
and  proper  authorization,  issuance  and sale of the  Notes  pursuant  to this
Agreement,  have been or will be taken or  obtained  on or prior to the  Closing
Date;

          (s)  Each  of the  Transaction  Documents  conforms  in  all  material
respects  to  the  respective  descriptions  thereof  in the  Private  Placement
Memorandum;

          (t)  None of the  Issuer,  KMC VI,  KMC nor any  ERISA  Affiliate  (as
hereinafter  defined)  maintains,  contributes  to  or  has  any  obligation  to
contribute to any "employee  pension  benefit  plans" as such term is defined in
Section 3(2) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")  and the  execution  and  delivery  of this  Agreement  and the  other
Transaction  Documents and the  consummation  of the  transactions  contemplated
thereby will not result in,  constitute or otherwise  give rise to a "prohibited
transaction"  described in Section 406 of ERISA or Section 4975 of the Code with
respect to an employee benefit plan (as defined in Section 3(3) of ERISA) of any
of them.  "ERISA  Affiliate"  means  each  trade  or  business  (whether  or not
incorporated)  that,  together  with the Issuer,  KMC VI or KMC, is treated as a
single employer under Section 4001 of ERISA or Section 414 of the Code;

          (u)  There  are no liens  on the  Notes  or the  Collateral  presently
existing or which would exist with the passage of time,  arising pursuant to the
Code or ERISA;

          (v) The CUSIP Number for the Notes is 482558 AA 1; the ISIN number for
the Notes is US 482558AA12;

          (w) The Issuer will treat the Notes as  indebtedness of the Issuer for
federal income tax purposes; and

          (x) All amounts  payable by the Issuer,  as assignee of KMC VI,  under
the  Services  Agreement,  have been or shall be  prepaid at  closing,  from the
proceeds of the sale of the Notes.



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     Section  5.  REPRESENTATIONS  AND  WARRANTIES  OF KMC  VI.  KMC  VI  hereby
restates,  for the benefit of each Purchaser,  each of its  representations  and
warranties set forth in the Transaction Documents to which it is a party. KMC VI
further represents and warrants (as of the Closing Date) to each Purchaser that:

          (a) No written materials delivered to any Purchaser by or on behalf of
KMC VI in connection with the sale of the Notes, including,  without limitation,
the  Confidential  Private  Placement  Memorandum,  dated  March  19,  2001 (the
"PRIVATE PLACEMENT MEMORANDUM"), contain any untrue statement of a material fact
or omit a material fact necessary to make the statements  contained  therein not
misleading.  There is no fact  peculiar to KMC VI or any Affiliate of KMC VI or,
to the knowledge of KMC VI, any Transaction  Document or item of Equipment which
KMC VI has not disclosed to all Purchasers in writing which materially adversely
affects  or,  so  far as KMC VI can  now  reasonably  foresee,  will  materially
adversely affect the ability of KMC VI to perform the transactions  contemplated
by the Transaction Documents to which KMC VI is a party;

          (b) No lien has  attached  or is  likely to attach to assets of KMC VI
with respect to any "employee  pension benefit plans" as such term is defined in
Section  3(3) of ERISA and no  circumstances  exist which could result in such a
lien;

          (c)  Financing  Statements,  in recordable  form,  with respect to the
Service Purchasers Contracts have been filed against KMC VI, as debtor, with the
Secretary  of State of Delaware and the  Secretary  of State of New Jersey;  and
Financing Statements, in recordable form, with respect to the Service Purchasers
Contracts  have been  assigned by the  Lender,  as  assignor,  to the Trustee on
behalf of the Noteholders, pertaining to all Filing Locations;

          (d) To the best of KMC VI's  knowledge,  none of Carrier  Hotels,  the
Issuer or KMC VI is in  default  under any of its  obligations  under any of the
Carrier Hotel Agreements or the Carrier Hotel Consents;

          (e) KMC VI is a corporation  duly organized,  validly  existing and in
good standing  under the laws of the state of Delaware with its chief  executive
office and principal  place of business  located at 1545 Route 206,  Bedminster,
New  Jersey  07921,  and has the  power to own its  assets  and to engage in the
activities  in which it is presently  engaged and is duly  qualified and in good
standing under the laws of each jurisdiction  where its ownership of property or
the conduct of its activities requires such qualification,  if the failure to so
qualify  would have a material  adverse  effect on the ability of the Trustee to
enforce its rights in any of the  Collateral.  One hundred percent of issued and
outstanding stock of KMC VI is owned by KMC. KMC VI has no subsidiaries;

          (f) Each Transaction Document to which KMC VI is a party has been duly
authorized, executed and delivered by KMC VI, and constitutes a legal, valid and
binding  agreement and obligation of KMC VI,  enforceable in accordance with its
terms except that such enforcement may be limited by (1) bankruptcy, insolvency,
reorganization,  moratorium or other similar laws (whether statutory, regulatory


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or  decisional)  now or  hereafter  in  effect  relating  to  creditors'  rights
generally  and (2) general  principles  of equity  (regardless  of whether  such
enforceability is considered in a proceeding in equity or at law); and

          (g)  Neither  (1)  the  execution  and  delivery  of  the  Transaction
Documents nor (2) the consummation of the transactions  herein  contemplated nor
the fulfillment of, or compliance with, the terms and provisions  hereof, of any
other  Transaction  Document  will  conflict  with,  or result in a breach of or
violation by KMC VI of any law or any of the terms,  conditions or provisions of
the certificate of incorporation or bylaws of KMC VI, or of any bond, debenture,
note, mortgage, indenture, or other agreement or instrument to which KMC VI is a
party or by which it or its properties may be bound,  or constitute (or with the
giving of  notice or the  passage  of time or both  will  constitute)  a default
thereunder,  or result  in the  creation  or  imposition  of any  lien,  charge,
security  interest  or  other  encumbrance  of any  nature  whatsoever  upon the
Collateral pursuant to the terms of any such agreement or instrument.

     Section 6. COVENANTS AND AGREEMENTS OF THE ISSUER. The Issuer covenants and
agrees:

          (a) That all of its right, title and interest in and to the Collateral
and any  payments  with  respect  thereto  remaining to be paid are and shall be
expressly  subject  and  subordinate  to all of the  right,  title and  interest
(including  its  security  interest)  of the  Trustee  for  the  benefit  of the
Noteholders under the Indenture;

          (b) Not to take any  action  with  respect  to its  right,  title  and
interest in and to any item of Collateral,  without the prior written consent of
the Trustee;

          (c) To promptly  execute and deliver any and all Financing  Statements
and other papers or documents  consistent herewith which the Trustee may request
from  time to time in  order to  perfect  or  continue  the  Trustee's  security
interest  in  the  Collateral,  or to  carry  out  the  purposes  hereof,  or to
facilitate  the  collection  of  monies  due or to become  due from the  Service
Purchasers;

          (d) To duly perform its  obligations  under the MGS  Agreement  (other
than those  obligations  delegated by the Issuer to KMC VI under the Amended and
Restated  Transfer and  Servicing  Agreement,  dated as of November 1, 2000 (the
"TRANSFER AND SERVICING  AGREEMENT"),  among KMC VI, the Issuer and the Trustee)
and the  Service  Purchasers  Consent  and to remain  liable  thereunder  to the
Service  Purchasers  notwithstanding  the  Indenture  or  the  Backup  Servicing
Agreement,   to  duly  perform  its  obligations  under  the  other  Transaction
Documents,  and to not, without the prior written consent of the Trustee, at the
direction  of the  Majority  of Holders,  amend,  modify or issue any consent or
waiver of, or release  from,  any  provision  of the MGS  Agreement or any other
Transaction  Document (except for amendments and waivers that will not adversely
affect the rights of the Trustee or the  Noteholders)  or extend the time of any
payment  thereunder,  or  rescind,  cancel or accept  the  surrender  of the MGS
Agreement or any other Transaction Document or any portion thereof;



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          (e) To keep the Collateral  free and clear of all mortgages,  pledges,
liens, charges, security interests and all other encumbrances whatsoever, except
for the security interest Granted to the Trustee pursuant to the Indenture,  and
the Issuer shall  defend the right,  title and interest of the Trustee in and to
the Collateral;

          (f) To notify the  Trustee  and each  Purchaser  promptly  upon actual
knowledge by any of its officers or employees of any default by Lucent,  Nortel,
any  Service  Purchaser  or KMC VI under  the MGS  Agreement  or under any other
Transaction Document;

          (g) In the  event of loss or  damage to any  material  portion  of the
Equipment  of which it has actual  knowledge,  promptly to send  written  notice
thereof to the  Trustee,  and to cause the  affected  Equipment  promptly  to be
repaired or replaced  and to perfect the  Trustee's  interest for the benefit of
the Noteholders in any replacement Equipment;

          (h) To give the Trustee at least 30 days' prior written  notice of any
change in the  location of its  principal  place of  business,  chief  executive
office or state of formation;

          (i)  Promptly  upon receipt of notice  thereof,  to pay or cause to be
paid all charges,  taxes and assessments  levied or assessed against the Issuer,
if the  failure to pay such taxes  could  result in the  imposition  of any lien
against  the  Collateral  or any  payments  made or to be  made  by the  Service
Purchasers in respect thereof, other than liens for taxes not yet due;

          (j) To  forthwith  pay over to the  Trustee for deposit in the Revenue
Account  any  monies  due or to  become  due  under or with  respect  to the MGS
Agreement, the Service Purchasers Consent or under any other Contract;

          (k) In the event that the Service Purchasers default in payment of any
amounts due under the Service  Purchasers  Consent or the MGS Agreement,  to use
its best  efforts to  promptly  collect  for and on behalf of the  Trustee  such
amounts from the Service  Purchasers and to cooperate  fully with the Trustee in
connection with the collection of such amounts;

          (l)  Not  to  dissolve  or  terminate  its  existence  as  a  Delaware
corporation,  and to maintain its due qualifications to do business and maintain
its good  standing  in each  jurisdiction  where  necessary  for the  Trustee to
enforce its rights under any of the Transaction Documents;

          (m) The Issuer shall continue to operate in such a manner so as not to
be  substantively  consolidated  with  either  of KMC VI or KMC,  such  that its
separate  existence  would not be  disregarded  in the event of a bankruptcy  or
insolvency of any of the Issuer,  KMC VI or KMC, as the case maybe,  and in such
regard,  among other things:  (1) except as provided in the  Management  and Tax
Allocation Agreement, neither KMC VI nor KMC shall be involved in the day-to-day
management  of the Issuer,  (2) neither KMC VI or KMC shall act as agent for the
Issuer in any capacity;  PROVIDED that KMC VI is the Servicer under the Transfer
and Servicing  Agreement and KMC provides services to the Issuer pursuant to the
Management  and Tax  Allocation  Agreement,  (3) the Issuer  shall  conduct  its
business  solely in its own name so as to not mislead  others as to the identity


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of the entity with which those others are concerned, and particularly will avoid
the  appearance of conducting  business on behalf of KMC VI, KMC or any of their
Affiliates  or that the assets of the Issuer are  available to pay the creditors
of KMC VI, KMC or any of their  Affiliates,  (4) without limiting the generality
of the  foregoing,  all  oral and  written  communications,  including,  without
limitation,  letters, invoices, purchase orders, contracts,  statements and loan
applications,  shall be made solely in the Issuer's name and on the Issuer's own
stationery;

          (n) The  Issuer  shall,  at all  times:  (1)  maintain  (A) its assets
separately  from the  assets  of KMC VI,  KMC or any  other  Persons  (including
through the  maintenance  of a separate bank account),  (B) financial  books and
records  separate from those of KMC VI, KMC or any other Persons and (C) minutes
of  its  meetings  and  other   proceedings,   (2)  continuously   maintain  the
resolutions,  agreements  and  other  instruments  underlying  the  transactions
contemplated  hereby and by the Transfer and  Servicing  Agreement,  as official
records of the Issuer,  (3) act solely in its name to  maintain an  arm's-length
relationship with each of KMC VI, KMC and any of their  Affiliates,  (4) pay all
of its operating  expenses and liabilities  from its own funds,  (5) maintain an
office and telephone  number  separate from each of KMC VI, KMC and any of their
Affiliates  (such  office  may be at the  same  address  as one or  more  of the
foregoing,  provided that such companies  have entered into a written  agreement
specifying  a  reasonable  allocation  of expenses  with respect to overhead and
other  shared  costs with  respect to such  premises  or lease  agreement),  (6)
characterize  each of KMC VI and KMC as separate  entities  in any  report,  tax
return,  financial  statement,  other accounting or business transaction and (7)
have at all times at least one director that is an Independent  Director,  whose
resignation or removal of shall not be effective  until a successor  Independent
Director has been selected to replace such Independent Director;

          (o) The Issuer  will cause its  accounting  records to be clearly  and
unambiguously  marked  to  show  that  the  Equipment,  the  Service  Purchasers
Contracts  and the other  Collateral  have  been  pledged  by the  Issuer to the
Trustee for the benefit of the Noteholders;

          (p) The Issuer will be a party to the consolidated tax returns of KMC;

          (q) Not to terminate its rights or obligations  under any  Transaction
Document without the prior written consent of the Trustee;

          (r)  Concurrently  with the  delivery  thereof to KMC VI, the  Service
Purchasers,  any Carrier Hotel, Nortel or Lucent, as the case may be, to deliver
to the Trustee  true copies of notices and other  communications  with regard to
matters that materially  adversely affect the rights or interests of the Trustee
with respect to any of the  Collateral  or the  Issuer's  ability to perform its
obligations hereunder,  and to deliver to the Trustee true copies of notices and
other communications with regard to matters that materially adversely affect the
rights or interests of the Trustee with respect to any of the  Collateral or the
Issuer's ability to perform its obligations hereunder, and that it receives from
KMC VI, the Service Purchasers, any Carrier Hotel, Nortel or Lucent, as the case
may be, or pursuant to any Contract;



                                     9
<PAGE>



          (s) To the extent not  readily  accessible  without  material  cost or
material  expense to the Trustee  (such as through the  Securities  and Exchange
Commission's  Electronic  Data Gathering and Retrieval  System  ("EDGAR") or the
relevant  entity's web site),  to deliver,  or to cause the Service  Purchasers,
Nortel and Lucent to prepare (or have their  respective  auditors  prepare)  and
deliver,  their annual  audited  financial  statements to the Trustee within 120
days of the end of the applicable fiscal year, all such financial  statements to
be prepared in accordance with United States GAAP;

          (t) No written  materials  delivered to the Purchasers by or on behalf
of the  Issuer in  connection  with the sale of the  Notes,  including,  without
limitation, the Private Placement Memorandum,  contain any untrue statement of a
material fact or omit a material fact necessary to make the statements contained
therein not misleading; there is no fact peculiar to the Issuer or any Affiliate
of the Issuer or, to the  knowledge  of the  Issuer,  any fact  relating  to any
portion of the Collateral that the Issuer has not disclosed to the Purchasers in
writing  that  materially  adversely  affects  or, so far as the  Issuer can now
reasonably  foresee,  will materially affect adversely the ability of the Issuer
to perform the transactions  contemplated by the Transaction  Documents to which
it is a party and the Notes;

          (u) The Issuer  authorizes  the  Purchasers to deliver to  prospective
Subsequent  Purchasers (as defined below) copies of the final Private  Placement
Memorandum,  any amendments thereof or supplements or exhibits thereto,  and any
information obtained pursuant hereto in connection with any offer or sale of the
Notes by the Purchasers in accordance herewith, and agrees that any purchaser of
the Notes from the Purchasers  (each such purchaser,  a "SUBSEQUENT  PURCHASER")
may rely on the representations,  warranties, covenants and agreements set forth
or incorporated  herein and the other Transaction  Documents as of the date when
made to the same extent as if such Subsequent Purchaser were a party hereto;

          (v) The Issuer will make  available  or cause to be made  available to
prospective  Subsequent Purchasers of the Notes the opportunity to ask questions
and receive  answers  concerning the terms and conditions of the offering of the
Notes,  the  condition  (financial  or  otherwise)  of the  Issuer,  the Service
Purchasers,  Lucent,  Nortel and KMC VI and any other  matters  relating  to the
matters  described  in the Private  Placement  Memorandum  and the  transactions
contemplated thereby;

          (w)  For so  long  as  any  of  the  Notes  are  outstanding  and  are
"restricted  securities"  within the  meaning of Rule  l44(a)(3)(iii)  under the
Securities  Act and the  Issuer is not  subject  to  Section  13 or 15(d) of the
Exchange Act: (1) the Issuer will,  and shall cause the Service  Purchasers  to,
provide  or cause to be  provided  to any  Holder of Notes  and any  prospective
Subsequent  Purchaser thereof  designated by such a Holder,  upon the request of
such Holder or prospective Subsequent Purchaser,  the information required to be
provided to such Holder or prospective  Subsequent  Purchaser by Rule 144A(d)(4)
under the  Securities  Act, and (2) the Issuer shall update such  information so
that it does not become false or misleading in any material respect;



                                    10
<PAGE>



          (x) Assuming  compliance by each  Purchaser  with its  agreements  set
forth in Section 7 hereof,  it is not  necessary in  connection  with the offer,
sale and delivery of the Notes in the manner  contemplated by this Note Purchase
Agreement to register the Notes under the Securities Act;

          (y) No event has occurred and is continuing that constitutes,  or with
the passage of time or the giving of notice or both would  constitute,  an Event
of Default or a Servicer Termination Event under the Transaction Documents;  and
the Issuer is not in violation of any agreement, charter instrument,  article of
incorporation,  bylaw or other  instrument to which it is a party or by which it
is or may be bound; and

          (z) To the extent,  if any, that the respective  ratings provided with
respect to the Notes by the Rating Agencies are conditional  upon the furnishing
of documents or the taking of any other actions by the Issuer,  the Issuer shall
furnish such documents and take any such other actions.

     Section  6A.  COVENANTS  AND  AGREEMENTS  OF KMC VI. KMC VI  covenants  and
agrees:

          (a) To  deliver  to the  Trustee  true  copies  of  notices  and other
communications  with  regard to matters  that  materially  adversely  affect the
rights or  interests  of the  Trustee  with  respect to the  Service  Purchasers
Contracts  or the  Minimum  Payments  and shall  provide  written  notice to the
Trustee of any proposed material  amendments,  modifications or other changes to
any of the other Transaction Documents;

          (b) KMC VI shall  continue to operate in such a manner so as not to be
substantively  consolidated  with  either of the  Issuer  or KMC,  such that its
separate  existence  would not be  disregarded  in the event of a bankruptcy  or
insolvency  of any of KMC VI, the Issuer or KMC, as the case maybe,  and in such
regard,  among other things:  (1) except as provided in the  Management  and Tax
Allocation  Agreement,  neither  the  Issuer  nor KMC shall be  involved  in the
day-to-day  management  of KMC VI, (2)  neither  the Issuer nor KMC shall act as
agent for KMC VI in any capacity,  (3) KMC VI shall conduct its business  solely
in its own name so as to not  mislead  others as to the  identity  of the entity
with  which  those  others  are  concerned,  and  particularly  will  avoid  the
appearance of conducting  business on behalf of the Issuer,  KMC or any of their
Affiliates  or that the assets of KMC VI are  available to pay the  creditors of
the Issuer, KMC or any of their Affiliates,  (4) without limiting the generality
of the  foregoing,  all  oral and  written  communications,  including,  without
limitation,  letters, invoices, purchase orders, contracts,  statements and loan
applications,  shall  be made  solely  in KMC  VI's  name  and on KMC  VI's  own
stationery;

          (c) KMC VI shall, at all times: (1) maintain (A) its assets separately
from the assets of the Issuer,  KMC or any other Persons  (including through the
maintenance  of a  separate  bank  account),  (B)  financial  books and  records
separate  from those of the Issuer,  KMC or any other Persons and (C) minutes of
its meetings and other proceedings,  (2) continuously  maintain the resolutions,
agreements and other instruments underlying the transactions contemplated hereby


                                    11
<PAGE>



and by the Transfer and Servicing Agreement,  as official records of KMC VI, (3)
act solely in its name to maintain an arm's-length relationship with each of the
Issuer,  KMC and any of their Affiliates,  (4) pay all of its operating expenses
and liabilities  from its own funds, (5) maintain an office and telephone number
separate from each of the Issuer,  KMC and any of their  Affiliates (such office
may be at the same address as one or more of the  foregoing,  provided that such
companies  have  entered  into  a  written  agreement  specifying  a  reasonable
allocation  of expenses  with  respect to overhead  and other  shared costs with
respect to such premises or lease  agreement) and (6)  characterize  each of the
Issuer  and KMC as  separate  entities  in any  report,  tax  return,  financial
statement, other accounting or business transaction;

          (d) KMC VI  will  cause  its  accounting  records  to be  clearly  and
unambiguously  marked  to show that the  Equipment,  the MGS  Agreement  and the
Contracts  have been  transferred  by KMC VI to the  Issuer  and  pledged by the
Issuer to the Trustee for the benefit of the Noteholders;

          (e) KMC VI will be a party to the consolidated tax returns of KMC.

     Section 7.  REPRESENTATIONS,  WARRANTIES AND AGREEMENTS OF THE  PURCHASERS.
Each Purchaser hereby severally represents (as of the Closing Date) and warrants
to, and agrees with, the Placement Agent, the Issuer and KMC VI that:

          (a) Each Purchaser  will make offers and sales (the "EXEMPT  RESALES")
of the Notes  purchased by it  hereunder,  solely to Persons whom it  reasonably
believes  to be: (1)  "qualified  institutional  buyers" as defined in Rule 144A
under the  Securities Act ("QIBS") and is aware that the sales to QIBs are being
made  in  reliance  on  Rule  144A,  (2)  institutional  "accredited  investors"
("INSTITUTIONAL  ACCREDITED INVESTORS") as defined in Rule 501 (a)( 1), (2), (3)
or (7)  under  the  Securities  Act and is aware  that  sales  to  Institutional
Accredited  Investors are being made in reliance on Rule 501(a)(l),  (2), (3) or
(7) or (3)  non-U.S.  Persons  within  the  meaning  of and in  compliance  with
Regulation  S under  the  Securities  Act and is aware  that  sales to  non-U.S.
persons are being made in reliance on  Regulation S  (collectively,  the "Exempt
Purchasers");

          (b) Each  Purchaser is not acquiring the Notes with a view to or for a
sale or  transfer in  connection  with any  distribution  of the Notes under the
Securities Act or the securities  laws of any state of the United States and any
other applicable jurisdiction but subject,  nevertheless,  to any requirement of
law that the  disposition  of its  property  shall at all  times be  within  its
control;

          (c) Each Purchaser is a QIB as defined in Rule 144A, an  Institutional
Accredited  Investor  as defined in Rule  501(a)(l),  (2),  (3) or (7) under the
Securities  Act, or a non-U.S.  Person  within the meaning of and in  compliance
with Regulation S;

          (d)  Each   Purchaser   agrees   that   neither  it  nor  any  of  its
representatives  have  used or will  use any  form of  general  solicitation  or
general  advertising  (as  those  terms  are  used in  Regulation  D  under  the


                                    12
<PAGE>



Securities Act) in connection with the offer and sale of any of the Notes within
the United States (as those terms are used in Regulation D under the  Securities
Act);

          (e) Each Purchaser agrees that, in connection with any Exempt Resales,
it will  solicit  offers to buy the Notes only from,  and will offer to sell the
Notes only to,  Persons  it  reasonably  believes  to be QIBs as defined in Rule
144A, Institutional Accredited Investors as defined in Rule 501(a)(1),  (2), (3)
or (7) under the Securities Act or non-U.S. Persons within the meaning of and in
compliance with  Regulation S. Each Purchaser  further agrees that it will offer
to sell the Notes only to, and will  solicit  offers to buy the Notes only from,
Persons  who in  purchasing  such Notes will be deemed to have  represented  and
agreed: (1) that they are purchasing the Notes for their own account or accounts
with respect to which they exercise sole investment  discretion and that they or
such  accounts  are  Exempt  Purchasers,  (2) that such Notes will not have been
registered  under the  Securities  Act and may be resold,  pledged or  otherwise
transferred only (a) to a Person who the seller reasonably believes is an Exempt
Purchaser in a transaction  meeting the  regulatory  requirements  of Rule 144A,
Rule  501(a)(l),  (2),  (3) or (7) or  Regulation  S, (b) to the  Issuer  or (c)
pursuant  to  an  effective  registration  statement,  and,  in  each  case,  in
accordance with any applicable securities laws of any state of the United States
and any other applicable  jurisdiction and (3) that the Purchaser will, and each
Subsequent  Purchaser is required to, notify any Subsequent Purchaser from it of
the Notes of the resale restrictions set forth in (1) and (2) above;

          (f) Each Purchaser also understands that the Issuer, the Trustee,  the
Placement  Agent and each other  Purchaser will rely upon the accuracy and truth
of the foregoing representations and hereby consents to such reliance;

          (g) Each  Purchaser  represents,  by the  purchase  of its Notes,  and
hereby  agrees to have any Person to which it transfers any interest in any Note
to represent to the Placement Agent, the Issuer,  the Trustee,  the Servicer and
any successor  Servicer that one or any combination of the following  statements
is an accurate  representation  as to all sources of funds to be used to pay the
purchase  price  of the  Notes:  (1) it is not a  Plan  and is not  directly  or
indirectly  acquiring the Notes on behalf of, as investment manager of, as named
fiduciary of, as trustee of or with the assets of a Plan or (2) the  acquisition
and  holding  of the  Notes  will  not  give  rise to a  prohibited  transaction
described  in Section  406(a) of ERISA or  Section  4975 of the Code for which a
statutory or administrative exemption is unavailable;

          (h) Each Purchaser  represents,  by the purchase of its Notes,  to the
Placement Agent, the Issuer, the Trustee and the Servicer that: (1) it is either
(a) a QIB as defined in Rule 144A or (b) an Institutional Accredited Investor as
defined in Rule  501(a)(l),  (2), (3) or (7), (2) it has either (x) provided the
Trustee with its office address,  place of incorporation  (if applicable),  U.S.
employer  identification  number and agrees to notify the Trustee  within  sixty
(60) days of the date  that it  becomes a  foreign  person or (y)  provided  the
Trustee  with an IRS  form  W-8BEN  on which  such  Purchaser  certifies,  under
penalties  of  perjury,  to  the  Trustee  that  such  Purchaser  is a  non-U.S.
Noteholder   and  provides   such   Purchaser's   name,   address  and  taxpayer
identification  number and (3) it understands that information provided by it to


                                    13
<PAGE>



the Trustee  pursuant to this  Section  7(h) may be  disclosed  to the  Internal
Revenue Service (the "IRS") by the Trustee;

          (i) Each Purchaser agrees to treat the Notes, for purposes of federal,
state and local  income or  franchise  taxes  (and any other tax  imposed  on or
measured by income) as indebtedness; and

          (j) Each Purchaser agrees (1) to treat the information  related to any
Service  Purchaser  obtained  pursuant to the Transaction  Documents that is not
otherwise publicly available (such information,  "Confidential  Information") as
confidential, (2) to the best of its knowledge, not to distribute,  disclose, or
disseminate any Confidential Information in any way to anyone, except (a) as may
be required by law or by the rules and  regulations of the National  Association
of Insurance  Commissioners,  (b) to a Purchaser's or its Affiliate's  officers,
directors,  employees,  accountants  and  attorneys  who, by the nature of their
employment,  have a duty to keep such Confidential  Information  confidential or
(c) to  professional  consultants  and potential  investors,  provided that such
parties  in this  clause  (c)  agree in  writing  to keep all such  Confidential
Information  confidential;  PROVIDED that if any legal process  regarding any of
the Service  Purchasers  Contracts is served upon any Purchaser,  such Purchaser
shall  notify  KMC VI  promptly,  and shall  cooperate  with KMC VI, at KMC VI's
expense, in any lawful effort to contest the validity of such legal process, (3)
that it acknowledges  the terms of Section 15 of the MGS Agreement and agrees to
keep the Service Purchasers Contracts  confidential in accordance with the terms
of  Section 15 of the MGS  Agreement  and (4) that  neither  it nor any  parent,
subsidiary, or other entity controlling,  controlled by, or under common control
with it is a partner, officer,  director, parent, subsidiary, or a competitor of
the Service Purchasers.  The obligations in this Section 7(j) shall not apply to
any  information  which  any  Purchaser  independently  acquired  or  had in its
possession  from any source  other than KMC VI,  the  Issuer,  the Lender or the
Placement Agent or was publicly disclosed by either of the Service Purchasers.

     Section 8.  CONDITIONS  PRECEDENT.  The  obligation  of each  Purchaser  to
purchase the Notes is subject to the  accuracy in all  material  respects of the
respective representations and warranties of the Issuer and KMC VI herein and in
the  Transaction  Documents,  on the Closing  Date,  to the  performance  in all
material  respects  by the  Issuer of its  obligations  hereunder  and under the
Transaction Documents, and to the following additional conditions:

          (a) On the Closing  Date,  each  Purchaser  shall have  received  true
copies of each of the following executed  contracts (the "CONTRACTS"):  the duly
executed  "Secured  Party's  Original  Counterpart"  of the  Service  Purchasers
Consent;  the duly executed  "Secured Party's  Original  Counterpart" of the MGS
Agreement,  including Amendment Nos. 1, 2 and 3 thereto;  the Equipment Purchase
Agreement,  dated as of November 1, 2000,  between  the  Service  Purchasers  as
seller  and  KMC  VI  as  purchaser,   as  amended,   (the  "EQUIPMENT  PURCHASE
AGREEMENT"); the Transfer and Servicing Agreement; the Services Agreement, dated
as of  November  1,  2000,  among KMC VI,  KMC  Telecom,  Inc.,  KMC  Telecom of
Virginia,  Inc.,  KMC Telecom II, Inc.,  KMC Telecom III,  Inc., KMC Telecom IV,
Inc.,  KMC Telecom IV of Virginia,  Inc.,  KMC Telecom V Inc.,  KMC Telecom V of


                                    14
<PAGE>



Virginia,  Inc., and KMC Telecom VI of Virginia,  Inc. (the "PROVIDERS") and the
Acknowledgment  and  Consent  Agreement  thereto,  dated as of November 1, 2000,
among the Providers and KMC VI (the "SERVICES  AGREEMENT");  the  Acknowledgment
and Consent  Agreement,  dated as of November 15, 2000,  among the Providers and
Dresdner Kleinwort Benson North America Leasing,  Inc. (the "SERVICES  AGREEMENT
CONSENT"); the Amended and Restated Backup Servicing Agreement,  effective as of
November 1, 2000, between Lucent and KMC VI (the "BACKUP SERVICING  AGREEMENT");
the Master Services Agreement,  dated as of November 1, 2000, between Lucent and
KMC VI (the "MAINTENANCE  AGREEMENT"));  the Master Services Agreement, dated as
of November 1, 2000, between Nortel and KMC VI (the  "INSTALLATION  AGREEMENT");
the Amended and  Restated  Acknowledgment  and Consent  Agreement  to the Backup
Servicing  Agreement,  effective  November 1, 2000,  among  Lucent,  KMC VI, the
Issuer and Wells Fargo Bank  Minnesota,  National  Association  (as trustee) and
acknowledged  by and  consented to by Dresdner  Kleinwort  Benson North  America
Leasing,  Inc. (the "LUCENT CONSENT");  the Acknowledgment and Consent Agreement
to the Master Services  Agreement,  dated as of November 15, 2000, among Lucent,
KMC VI, the Issuer and Dresdner  Kleinwort  Benson North America  Leasing,  Inc.
(the "MAINTENANCE CONSENT"); the Acknowledgment and Consent Agreement,  dated as
of November 15, 2000,  among Nortel,  KMC VI, the Issuer and Dresdner  Kleinwort
Benson North America Leasing, Inc. (the "INSTALLATION  CONSENT"); the Management
and Tax Allocation  Agreement,  dated as of November 1, 2000,  among KMC, KMC VI
and the Issuer (the  "MANAGEMENT  AND TAX  ALLOCATION  AGREEMENT");  all Carrier
Hotel  Agreements (as defined in the  Indenture)  then in effect with respect to
the Equipment and all Carrier Hotel Consents (as defined in the Indenture);  and
all of the foregoing,  by each  Purchaser's  acquisition of the Notes,  shall be
deemed in form and substance acceptable to such Purchaser;

          (b) The Issuer and Wells Fargo Bank Minnesota,  National  Association,
as trustee (the "TRUSTEE") shall have executed and delivered the Indenture;

          (c) No event shall have occurred which,  with or without notice or the
passage of time, would constitute an Event of Default or a Servicer  Termination
Event; the Contracts shall have been duly authorized, executed and delivered and
shall be in full  force and  effect  and the  Issuer  and KMC VI each shall have
delivered an Officer's Certificate to such effect;

          (d) All conditions to closing required to be fulfilled pursuant to the
Transaction Documents shall have been fulfilled or waived;

          (e) Kelley Drye & Warren LLP, counsel for the Issuer,  KMC VI and KMC,
shall have  furnished to each  Purchaser  and the Trustee its written  opinions,
dated the Closing Date,  which  opinions  shall each state that it may be relied
upon by the Trustee and each  Purchaser,  in form and substance  satisfactory to
the Purchasers and covering:  (1) the Issuer's power and authority to own, lease
and operate its assets and  properties  and to engage in the activities in which
it is presently  engaged and is duly incorporated and in good standing under the
laws of the State of Delaware and of each other jurisdiction where necessary for
the Trustee to enforce its rights under any of the  Transaction  Documents,  (2)
that the Equipment does not constitute "fixtures" under applicable law, (3) that
the Trustee has a first priority  perfected  security interest in the Collateral


                                    15
<PAGE>



and has a perfected,  first priority  security  interest in the Accounts and the
funds on deposit therein from time to time (the "Cash  Collateral")  for so long
as the Trustee or its duly appointed agent  maintains  dominion and control over
such Cash Collateral, (4) as to corporate matters of KMC, non-contravention,  no
litigation,  no consents  required and the  enforceability of the Management and
Tax Allocation Agreement,  (5) as to corporate matters of KMC VI and the Issuer,
the  enforceability  of their (and of any  Affiliates')  respective  obligations
under the Transaction Documents,  non-consolidation and true sale and addressing
property of the estate,  automatic  stay,  nonrejection,  non-contravention,  no
litigation,  no consents  required  and such related  bankruptcy  matters as the
Trustee  and any  Purchaser  may  request  (6) that the Notes  constitute  valid
indebtedness  for  income  tax  purposes  and  (7)  as to  compliance  with  all
regulatory requirements (the "regulatory matters opinion");

          (f)  Internal  counsel for the Trustee,  shall have  furnished to each
Purchaser  and the  Issuer  its  written  opinion  regarding  certain  corporate
matters,  dated the Closing  Date,  which opinion shall be in form and substance
satisfactory to the Purchasers;

          (g) Any taxes, fees and other  governmental  charges which are due and
payable prior to the Closing Date by KMC VI or the Issuer in connection with the
execution,  delivery and performance of the Contracts shall have been paid at or
prior to the Closing Date;

          (h) The Notes shall have been rated not lower than "Baa1" or "BBB+" by
Moody's  and S&P,  respectively,  and, to the  extent,  if any,  that the rating
provided with respect to the Notes by any Rating Agency is conditional  upon the
furnishing  of documents or the taking of any other  actions by the Issuer,  the
Issuer shall have furnished such documents and taken any such action;

          (i) Dresdner  Kleinwort Benson North America Leasing,  Inc. shall have
executed and delivered (upon payment of all  Indebtedness  then  outstanding and
unpaid under the LSA) (1) to the Trustee its  assignment and release of security
interest in the  Collateral in favor of the Trustee,  (2) to each of KMC VI, the
Service  Purchasers  and the Carrier  Hotels,  its notice of  assignment  to the
Trustee of its  rights  under the  Service  Purchasers  Contracts  and the other
relevant  Transaction  Documents  and (3) to the  Trustee for the benefit of the
Purchasers, the Contract File.

          (j) Each Purchaser shall have received  evidence,  satisfactory to it,
of the filing of: (1) Financing Statements,  in recordable form, with respect to
the  Collateral  against the Issuer,  as debtor,  in the Filing  Locations,  (2)
Financing Statements, in recordable form, with respect to the Service Purchasers
Contracts against KMC VI, as debtor, with the Secretary of State of Delaware and
the  Secretary  of State of New Jersey and (3) UCC  assignments,  in  recordable
form,  naming the Lender as  assignor  and the  Trustee as  assignee  filed with
respect to the Collateral in each Filing Location;

          (k) Within four Business Days after the Funding Date,  each  Purchaser
shall have  received  copies of UCC, tax and judgment  lien search  reports (the


                                    16
<PAGE>



expense of which  shall be paid  directly  by KMC VI) from all Filing  Locations
referred to in Section 8(j) hereof,  covering such periods as such Purchaser may
reasonably request,  listing effective financing statements and tax and judgment
liens  filed  against  the  Issuer  and KMC VI,  together  with  copies  of such
financing  statements and liens, and none of such financing  statements  (except
those filed in favor of the Trustee) or liens shall refer to the Collateral;

          (l) The Issuer shall have paid to Thacher Proffitt & Wood the fees and
disbursements  of such firm as counsel to the Placement Agent in connection with
the  transactions  contemplated  hereunder or the Issuer shall have directed the
Trustee in writing to apply the proceeds of the  purchase  price of the Notes to
such payment;

          (m) Each Purchaser  shall have received a copy of each  certificate of
insurance that provides for casualty,  property, general liability and any other
insurance   coverage  on  the  Equipment  in  accordance  with  the  Transaction
Documents;

          (n) Each Purchaser shall have received copies of each Bill of Sale (as
defined in ss. 4.1(a) of the Transfer and Servicing  Agreement)  for any and all
Equipment acquired by the Issuer on or before the Closing Date;

          (o) Each Purchaser shall have received an opinion of counsel  external
to QCC and QCI,  dated the Closing  Date,  which  opinion  and counsel  shall be
satisfactory to such Purchaser;

          (p) Each Purchaser shall have received true copies of each of: (1) the
Issuer's certificate of incorporation and bylaws and (2) KMC VI's certificate of
incorporation and bylaws;

          (q)  Each of the  Revenue  Account,  the  Note  Reserve  Account,  the
Servicing  Reserve  Account and the Property Tax Escrow  Account shall have been
established by the Trustee;

          (r) Each  Purchaser  shall  have  received  a  certificate,  dated the
Closing Date, as to  organizational  documents,  authorization and incumbency of
officers,  duly  executed  by an  authorized  officer  on  behalf of each of the
Issuer, KMC VI and KMC;

          (s)  Each   Purchaser   shall  have   received  the   certificate   of
incorporation of each Service Purchaser,  certified by the Secretary of State of
Delaware;

          (t)  Each   Purchaser   shall  have   received  the   certificate   of
incorporation of Lucent, certified by the Secretary of State of Delaware;

          (u)  Each   Purchaser   shall  have   received  the   certificate   of
incorporation of Nortel, certified by the Secretary of State of Delaware;



                                    17
<PAGE>



          (v) Each  Purchaser  shall  have  been  satisfied  with all  corporate
proceedings  undertaken by the Issuer,  KMC VI,  Lucent,  Nortel and the Service
Purchasers,  with respect to the transactions contemplated by this Agreement and
all documents  referred to therein and each  Purchaser  shall have received from
the Issuer,  KMC VI,  Lucent,  Nortel and the Service  Purchasers all such other
documents as each Purchaser may reasonably request;

          (w) The sum of all amounts then on deposit in the Note Reserve Account
plus the present  value (as of the Closing Date) of the Minimum  Payments  under
the Service  Purchasers Consent  (discounted  monthly at the Note Rate) shall be
not less than the Original Principal Balance of the Notes;

          (x) DTC shall have received the duly executed Notes;

          (y) KMC VI shall have  delivered  any and all  documents  and opinions
necessary  to  evidence,  to  the  satisfaction  of  the  Purchasers,  KMC  VI's
compliance with all regulatory requirements;

          (z) The Issuer shall have paid to the  Placement  Agent the  placement
agent fee (as set forth in the  engagement  letter  from the Issuer to  Dresdner
Kleinwort  Benson North  America  LLC),  or the Issuer  shall have  directed the
Trustee in writing to apply the proceeds of the  purchase  price of the Notes to
such payment;

          (aa)  Each  Purchaser  shall  have  received  such  other   documents,
certificates  and  opinions  as shall  have been  reasonably  requested  by such
Purchaser; and

          (bb) The Issuer shall have paid to Willkie  Farr & Gallagher  the fees
and  disbursements  of such firm as counsel to the Purchasers in connection with
the  transactions  contemplated  hereunder or the Issuer shall have directed the
Trustee in writing to apply the proceeds of the  purchase  price of the Notes to
such payment.

     Section 9. INTENTION OF THE PARTIES.  The Indenture and the Notes have been
structured  with the intention that the Notes will qualify under  applicable tax
law as  indebtedness,  and the  Purchasers  by  acceptance of the Notes (and any
Person which is a legal or beneficial owner of any interest in a Note, by virtue
of  such  Person's  acquisition  of a  legal  or  beneficial  interest  therein)
severally  agree to treat the Notes as  indebtedness  for  purposes  of federal,
state  and local  income or  franchise  taxes  and any other tax  imposed  on or
measured by income.

     Section 10. EXPENSES.  Whether or not the transactions  contemplated hereby
and by the Transaction  Documents  shall be consummated,  the Issuer and KMC VI,
jointly  and  severally,  agree to pay  promptly  all  reasonable  out-of-pocket
expenses  incurred by each Purchaser and the Placement  Agent in connection with
such transactions prior to and on the Closing Date, and any amendment initiated,
directly or indirectly,  by the Issuer or any affiliate  thereof (whether or not
such amendment  becomes  effective) or waiver of any such  document,  including,
without  limitation:  (1) the cost and expenses of preparing and reproducing the
Transaction  Documents  and the Private  Placement  Memorandum,  (2) the cost of
arranging for delivery or performance of conditions precedent, (3) all costs and


                                    18
<PAGE>



expenses incurred in connection with the transfer and delivery of the Collateral
and the  issuance  of the Notes to each  Purchaser,  including  custodial  fees,
Trustee's fees, fees for financing statement filings and continuations,  and KMC
VI's, the Trustee's,  the Placement  Agent's,  each Purchaser's and the Issuer's
attorneys' and accountants'  fees. The Issuer further agrees that it will pay or
cause to be paid,  promptly upon demand, any reasonable expense incurred by each
Purchaser in connection  with the  enforcement of each  Purchaser's  rights with
respect to this Note Purchase Agreement and the other Transaction  Documents and
any document executed pursuant hereto or thereto,  including the reasonable fees
and  disbursements  of counsel.  The Issuer  further agrees that it will pay, or
reimburse  each Purchaser for,  promptly upon demand,  all reasonable  costs and
expenses (including reasonable legal fees and disbursements of not more than one
counsel for all Purchasers)  incident to or in connection with any proceeding or
governmental investigation against or with respect to the Issuer, KMC VI, or any
subsidiary  or affiliate of any of them and which result  solely  because of the
ownership by each Purchaser of the Notes.  The obligations of the Issuer and KMC
VI under this section shall survive the termination of the Indenture.

     Section 11.  INDEMNIFICATION.  Each of KMC VI and the  Issuer,  jointly and
severally,  agree  to  indemnify  and  hold  harmless  each  Purchaser  and each
Subsequent Purchaser for the amount of any and all losses,  claims,  damages and
liabilities to the extent that any such loss,  claim,  damage or liability arose
out of, or was imposed upon such Purchaser or Subsequent Purchaser by reason of,
the failure by either KMC VI or the Issuer to perform any of its covenants under
the Transaction  Documents or the breach of a representation or warranty made by
either KMC VI or the Issuer. This indemnity shall not apply to any action, suit,
proceeding or investigation  by any Purchaser or Subsequent  Purchaser or to the
breach or  alleged  breach of this  Agreement  by any  Purchaser  or  Subsequent
Purchaser.  If any action, suit, proceeding or investigation is commenced, as to
which any Purchaser or Subsequent Purchaser proposes to demand  indemnification,
such  Purchaser  or  Subsequent  Purchaser  shall  notify each of KMC VI and the
Issuer  with  reasonable   promptness.   If  any  action,  suit,  proceeding  or
investigation shall be brought against any Purchaser or Subsequent Purchaser and
if any  Purchaser or  Subsequent  Purchaser  shall  notify  either KMC VI or the
Issuer  of  the   commencement   of  any  such  action,   suit,   proceeding  or
investigation,  each of KMC VI and the Issuer  shall be  entitled  to assume the
defense of such action,  suit,  proceeding or investigation  with counsel of its
choice at its  expense.  Notwithstanding  the  election  of either KMC VI or the
Issuer to assume the defense of such action, suit,  proceeding or investigation,
each of the Purchasers  and each  Subsequent  Purchaser  shall have the right to
employ separate  counsel and to participate in the defense of the action,  suit,
proceeding  or  investigation,  and each of KMC VI and the Issuer shall bear the
reasonable  fees,  costs and expenses of such separate counsel if (i) the use of
counsel  chosen by either KMC VI or the Issuer to  represent  any  Purchaser  or
Subsequent  Purchaser  would in the  written  opinion of  counsel  chosen by any
Purchaser or Subsequent Purchaser present counsel chosen by either KMC VI or the
Issuer  with a conflict  of  interest;  (ii) either KMC VI or the Issuer has not
employed  counsel to represent  it within a reasonable  time after notice of the
institution of such action, suit,  proceeding or investigation;  or (iii) either
KMC VI or the Issuer shall  authorize any  Purchaser or Subsequent  Purchaser to
employ separate  counsel at the expense of each of KMC VI and the Issuer.  In no
event  shall  either  or both  of KMC VI and the  Issuer  be  liable  to pay the


                                    19
<PAGE>



expenses  of more  than one  counsel  for  each  Purchaser  and each  Subsequent
Purchaser pursuant to this Section 11.

     Section  12.  SURVIVAL.  Each of the  Issuer  and  KMC VI  agree  that  the
representations,  warranties and covenants made by it in this Agreement,  in any
Transaction  Document  and in any  document,  certificate  or  other  instrument
delivered  pursuant  hereto or thereto shall be deemed to be relied upon by each
Purchaser,  notwithstanding any investigation heretofore or hereafter made by or
on behalf of each Purchaser. All representations,  warranties and covenants made
by  any  party  to  this  Note  Purchase  Agreement,  or in any  such  document,
certificate  or other  instrument  shall survive the delivery of and payment for
the Notes.

     Section 13.  NOTICES.  All  communications  provided for or permitted under
this Note Purchase Agreement shall be in writing and delivered by overnight mail
or facsimile followed by overnight courier other than notices and communications
required to be delivered on a regular periodic basis  hereunder,  which delivery
shall be deemed to have been duly given if personally  delivered to or mailed by
registered  mail,  postage  prepaid,  or  transmitted  by  telex,  telegraph  or
facsimile,  with receipt of  answerback or written  confirmation  of the receipt
thereof,  if to a  Purchaser,  addressed to each  Purchaser,  at its address set
forth on Schedule II hereto:  if to the  Issuer,  addressed  to it at 1545 Route
206,  Bedminster,  New Jersey 07921; if to KMC VI, addressed to it at 1545 Route
206,  Bedminster,  New Jersey 07921, or to such other address as the parties may
have  designated  in writing to the other  parties.  Any notice so addressed and
sent  shall be deemed to be given when  received.  The  Issuer  shall  cause the
instructions with respect to payments on the Notes and notification  thereof set
forth in Schedule II hereof to be reflected in the books at the Corporate  Trust
Office of the Trustee  for the  registration  and  transfer of the Notes and all
payments and  notifications  thereof to each  Purchaser  shall,  pursuant to the
Indenture, be made in accordance therewith.

     Section   14.   SEVERABILITY   OF   PROVISIONS.    Any   part,   provision,
representation,  warranty or covenant of this Note Purchase  Agreement  which is
prohibited or which is held to be void or unenforceable  shall be ineffective to
the extent of such  prohibition or  unenforceability  without  invalidating  the
remaining provisions hereof. Any part,  provision,  representation,  warranty or
covenant of this Note Purchase Agreement which is prohibited or unenforceable or
is held  to be  void or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such  prohibition or  unenforceability  in any  jurisdiction  as to any Contract
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereto
waive any provision of law which prohibits or renders void or unenforceable  any
provision hereof.

     Section 15.  COUNTERPARTS.  This Note  Purchase  Agreement  may be executed
simultaneously  in any number of counterparts.  Each counterpart shall be deemed
to be an original,  and all such counterparts  shall constitute one and the same
instrument.



                                    20
<PAGE>




     Section 16. GOVERNING LAW. This Note Purchase  Agreement shall be construed
and  enforced in  accordance  with the  internal  laws of the State of New York,
without   giving  effect  to  the  principles  of  conflicts  of  law,  and  the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with the laws of the State of New York.

     Section  17.  CONSENT  TO  JURISDICTION.  (a) Any  legal  suit,  action  or
proceeding  against  any  of the  Issuer  or the  Purchasers  arising  out of or
relating to this  Agreement,  or any  transaction  contemplated  hereby,  may be
instituted in any federal or state court in New York County,  State of New York,
and each of the Issuer and the Purchasers  hereby waives any objection  which it
may now or  hereafter  have to the laying of venue of any such  suit,  action or
proceeding,  and, solely for the purposes of enforcing this  Agreement,  each of
the Issuer and the Purchasers  hereby  irrevocably  submits to the non-exclusive
jurisdiction  of any such  court in any such  suit,  action or  proceeding.  The
Issuer hereby irrevocably appoints and designates the Trustee, having an address
at Sixth Street and Marquette  Avenue,  MAC  N9311-161,  Minneapolis,  Minnesota
55479,  its true and lawful  attorney-in-fact  and duly authorized agent for the
limited purpose of accepting service of legal process and the Issuer agrees that
service of process  upon such party shall  constitute  personal  service of such
process  on  such  Person.   The  Issuer  shall  maintain  the  designation  and
appointment  of such  authorized  agent  until all  amounts  payable  under this
Agreement  and the Notes shall have been paid in full. If such agent shall cease
to so act, the Issuer shall immediately designate and appoint another such agent
satisfactory to the other parties hereto and shall promptly deliver to the other
parties  hereto  evidence in writing of such other  agent's  acceptance  of such
appointment.

          (b)  EACH  OF  THE  PURCHASERS   AND  THE  ISSUER  HEREBY   KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION  ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE
PURCHASE  AGREEMENT  OR ANY OTHER  TRANSACTION  DOCUMENT.  FURTHER,  EACH OF THE
PURCHASERS AND THE ISSUER HEREBY  CERTIFIES THAT NO  REPRESENTATIVE  OR AGENT OF
ANY OTHER PARTY HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT SUCH PARTY WOULD
NOT, IN THE EVENT OF SUCH  LITIGATION,  SEEK TO ENFORCE  THIS WAIVER OF RIGHT TO
JURY TRIAL PROVISION.

          (c) Each of the  Purchasers,  the Issuer and KMC VI hereby  waives any
plea of improper  jurisdiction or venue based on its not being a resident of New
York County,  New York,  and hereby  specifically  authorizes any action brought
under the  provisions  of this Note  Purchase  Agreement  to be  instituted  and
prosecuted in either the Supreme  Court in and for New York County,  New York or
the United States District Court for the Southern  District of New York;  waives
personal  service by manual  delivery and agrees that service  shall be made and
effective upon the mailing of a post-paid return receipt certified letter to the
persons  and at the  addresses  provided  in  Section  13 of this Note  Purchase
Agreement.



                                    21
<PAGE>



     Section 18.  SUCCESSORS  AND ASSIGNS.  The provisions of this Note Purchase
Agreement  shall inure to the benefit of and be binding upon the parties  hereto
and their respective permitted successors and assigns.

     Section 19.  WAIVER;  PRIOR  AGREEMENTS.  No term or provision of this Note
Purchase  Agreement may be waived or modified unless such waiver or modification
is in writing and signed by the party  against whom such waiver or  modification
is sought to be enforced.  This Note  Purchase  Agreement  supersedes  all prior
agreements and understandings relating to the subject matter hereof.

     Section 20. FURTHER AGREEMENTS. Each Purchaser, the Issuer and KMC VI agree
to execute and deliver to the other such  additional  documents,  instruments or
agreements as may be necessary or appropriate to effectuate the purposes of this
Note Purchase Agreement.

     Section 21.  GENERAL  INTERPRETIVE  PRINCIPLES.  For  purposes of this Note
Purchase Agreement except as otherwise  expressly provided or unless the context
otherwise requires:

          (a) the  terms  defined  in this  Note  Purchase  Agreement  have  the
meanings assigned to them in this Note Purchase Agreement and include the plural
as well as the  singular,  and the use of any gender  herein  shall be deemed to
include the other gender;

          (b)  accounting  terms not otherwise  defined herein have the meanings
assigned to them in accordance  with United States GAAP as in effect on the date
hereof;

          (c)  references  herein  to  "Articles",  "Sections",   "Subsections",
"paragraphs",  and other  subdivisions  without  reference  to a document are to
designated Articles, Sections, Subsections, paragraphs and other subdivisions of
this Note Purchase Agreement;

          (d) a reference to a Subsection without further reference to a Section
is a reference to such  Subsection as contained in the same Section in which the
reference  appears,  and this rule  shall  also  apply to  paragraphs  and other
subdivisions;

          (e) the words  "herein",  "hereof",  "hereunder"  and  other  words of
similar  import refer to this Note Purchase  Agreement as a whole and not to any
particular provision; and

          (f) the term "include" or "including" shall mean without limitation by
reason of enumeration.

     Section 22. REPRODUCTION OF DOCUMENTS.  This Note Purchase  Agreement,  the
Indenture, the other Transaction Documents and all related documents,  including
(a) consents,  waivers and modifications which may subsequently be executed, (b)
documents received by each Purchaser at the closing of its purchase of the Notes
(except the Notes  themselves) and (c) financial  statements,  certificates  and
other information previously or subsequently furnished to each Purchaser, may be
reproduced  by  such  Purchaser  by any  photographic,  photostatic,  microfilm,
micro-card,  miniature photographic or other similar process and you may destroy


                                    22
<PAGE>



any original  document so reproduced.  The Issuer and KMC VI agree and stipulate
that any such reproduction  shall, to the extent permitted by applicable law, be
admissible in evidence as the original itself in any judicial or  administrative
proceeding  (whether or not the original is in existence  and whether or not the
reproduction  was made by you in the regular  course of  business)  and that any
enlargement,  facsimile  or  further  reproduction  of  the  reproduction  shall
likewise be admissible in evidence.

     Section  23.  RIGHT  OF  INSPECTION.  Each of the  Issuer  and  KMC VI,  on
reasonable  prior  notice,  shall permit any  representative  of any  Noteholder
during normal business  hours, to examine all of its books of account,  records,
reports and other  papers to make copies and extracts  therefrom,  to cause such
books to be audited by independent certified public accountants selected by such
Noteholder,  as the  case may be,  and to  discuss  its  affairs,  finances  and
accounts relating to the Collateral with its officers, employees and independent
public  accountants  (and by this provision each of the Issuer and KMC VI hereby
authorizes said accountants to discuss with such  representatives  such affairs,
finances  and  accounts),  all at such  reasonable  times and as often as may be
reasonably  requested.  Any expense  incident to the exercise by the Noteholders
under this Section 23 shall be borne by the Issuer and KMC VI, respectively.

     IN WITNESS WHEREOF, each Purchaser, the Issuer and KMC VI have caused their
names to be signed hereto by their respective  authorized  representatives as of
the date first above written.

                                  KMC FUNDING CORPORATION

                                  By:  /S/ CONSTANCE LOOSEMORE
                                     -------------------------------------------

                                  Name: CONSTANCE LOOSEMORE
                                        ----------------------------------------

                                  Title: VICE PRESIDENT
                                         ---------------------------------------


                                  KMC TELECOM VI, INC.

                                  By:  /S/ CONSTANCE LOOSEMORE
                                     -------------------------------------------

                                  Name: CONSTANCE LOOSEMORE
                                        ----------------------------------------

                                  Title: VICE PRESIDENT
                                         ---------------------------------------


                     [This space intentionally left blank.]


                                    23
<PAGE>



TRANSAMERICA LIFE INSURANCE COMPANY, as Purchaser

By: /S/ FREDERICK B. HOWARD
    ---------------------------------------------

Name: FREDERICK B. HOWARD
      -------------------------------------------

Its: VICE PRESIDENT
     --------------------------------------------

TRANSAMERICA ANNUITY AND LIFE INSURANCE COMPANY, as Purchaser

By: /S/ FREDERICK B. HOWARD
    ---------------------------------------------

Name: FREDERICK B. HOWARD
      -------------------------------------------

Its: VICE PRESIDENT
     --------------------------------------------

LIFE INVESTORS INSURANCE COMPANY OF AMERICA, as Purchaser

By: /S/ FREDERICK B. HOWARD
    ---------------------------------------------

Name: FREDERICK B. HOWARD
      -------------------------------------------

Its: VICE PRESIDENT
     --------------------------------------------







                     [This space intentionally left blank.]



                                    24
<PAGE>



SUNAMERICA LIFE INSURANCE COMPANY, as Purchaser

By: /S/ THOMAS N. DENKLER
    ---------------------------------------------

Name: THOMAS N. DENKLER
      -------------------------------------------

Its: AUTHORIZED AGENT
     --------------------------------------------






                     [This space intentionally left blank.]



                                    25
<PAGE>



PRINCIPAL LIFE INSURANCE COMPANY, as Purchaser

By:      Principal Capital Management LLC,
         a Delaware Limited Liability company,
         its authorized representative

By: /S/ JOELLEN J. WATTS
    ---------------------------------------------

Name: JOELLEN J. WATTS
      -------------------------------------------

Its: COUNSEL
     --------------------------------------------


By: /S/ DENNIS D. BALLARD
    ---------------------------------------------

Name: DENNIS D. BALLARD
      -------------------------------------------

Its: COUNSEL
     --------------------------------------------






                     [This space intentionally left blank.]


                                    26
<PAGE>



NIPPON LIFE INSURANCE COMPANY OF AMERICA,
an Iowa Corporation, as Purchaser

By       Principal Life Insurance Company,
         an Iowa Corporation, its attorney-in-fact

By: /S/ JOELLEN J. WATTS
    ---------------------------------------------

Name: JOELLEN J. WATTS
      -------------------------------------------

Its: COUNSEL
     --------------------------------------------

By: /S/ DENNIS D. BALLARD
    ---------------------------------------------

Name: DENNIS D. BALLARD
      -------------------------------------------

Its: COUNSEL
     --------------------------------------------




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                                    27
<PAGE>



CONNECTICUT GENERAL LIFE INSURANCE COMPANY, as Purchaser

By:      CIGNA Investments, Inc. (authorized agent)

By: /S/ DEBRA J. HEIGHT
    ---------------------------------------------

Name: DEBRA J. HEIGHT
      -------------------------------------------

Its: MANAGING DIRECTOR
     --------------------------------------------






                     [This space intentionally left blank.]


                                    28
<PAGE>



METROPOLITAN LIFE INSURANCE COMPANY, as Purchaser

By: /S/ CLAUDIA CROMIE
    ---------------------------------------------

Name: CLAUDIA CROMIE
      -------------------------------------------

Its: DIRECTOR
     --------------------------------------------








                     [This space intentionally left blank.]




                                    29
<PAGE>



JACKSON NATIONAL LIFE INSURANCE COMPANY, as Purchaser

By:      PPM America, Inc., as attorney-in-fact,
         on behalf of Jackson National Life Insurance Company


By: /S/ JAMES D. YOUNG
    ---------------------------------------------

Name: JAMES D. YOUNG
      -------------------------------------------

Its: SENIOR MANAGING DIRECTOR
     --------------------------------------------


THE PRUDENTIAL ASSURANCE COMPANY LIMITED, as Purchaser

By:      PPM America, Inc., as attorney-in-fact,
         on behalf of The Prudential Assurance Company Limited


By: /S/ JAMES D. YOUNG
    ---------------------------------------------

Name: JAMES D. YOUNG
      -------------------------------------------

Its: SENIOR MANAGING DIRECTOR
     --------------------------------------------






                     [This space intentionally left blank.]



                                    30
<PAGE>



HANMI BANK, as Purchaser


By: /S/ DONG WOOK KIM
    ---------------------------------------------

Name: DONG WOOK KIM
      -------------------------------------------

Its: VP & INVESTMENT MANAGER
     --------------------------------------------





                     [This space intentionally left blank.]




                                    31
<PAGE>



EMPLOYERS REINSURANCE COMPANY, as Purchaser

By:      Asset Allocation & Management Company, L.L.C.


By: /S/ KATHY R. LANGE
    ---------------------------------------------

Name: KATHY R. LANGE
      -------------------------------------------

Its: AUTHORIZED SIGNATORY
     --------------------------------------------

THE MEDICAL PROTECTIVE COMPANY, as Purchaser

By:      Asset Allocation & Management Company, L.L.C.


By: /S/ KATHY R. LANGE
    ---------------------------------------------

Name: KATHY R. LANGE
      -------------------------------------------

Its: AUTHORIZED SIGNATORY
     --------------------------------------------


GE REINSURANCE COMPANY, as Purchaser

By:      Asset Allocation & Management Company, L.L.C.


By: /S/ KATHY R. LANGE
    ---------------------------------------------

Name: KATHY R. LANGE
      -------------------------------------------

Its: AUTHORIZED SIGNATORY
     --------------------------------------------




                     [This space intentionally left blank.]

                                    32
<PAGE>



JEFFERSON PILOT LIFE INSURANCE COMPANY, as Purchaser


By: /S/ ROBERT E. WHALEN, II
    ---------------------------------------------

Name: ROBERT E. WHALEN, II
      -------------------------------------------

Its: VICE PRESIDENT
     --------------------------------------------


JEFFERSON PILOT LIFEAMERICA INSURANCE COMPANY, as Purchaser


By: /S/ ROBERT E. WHALEN, II
    ---------------------------------------------

Name: ROBERT E. WHALEN, II
      -------------------------------------------

Its: VICE PRESIDENT
     --------------------------------------------





                     [This space intentionally left blank.]


                                    33
<PAGE>



BEAR STEARNS SECURITIES CORP., as Purchaser


By: /S/ PAUL FRIEDMAN
    ---------------------------------------------

Name: PAUL FRIEDMAN
      -------------------------------------------

Its:
    ---------------------------------------------







                     [This space intentionally left blank.]



                                    34