AMENDMENT NO. 1 TO
                          SECURITIES PURCHASE AGREEMENT

          This  Amendment No. 1 to  Securities  Purchase  Agreement  dated as of
February 4, 1999 is made as of June 1, 1999 by KMC  Telecom  Holdings,  Inc.,  a
Delaware corporation (the "Issuer"),  Newcourt Commercial Finance Corporation, a
Delaware  corporation  ("Newcourt"),  and Lucent  Technologies  Inc., a Delaware
corporation  ("Lucent" and together with  Newcourt,  the  "Purchasers"  and each
individually, a "Purchaser") (the "Amendment").

                               W I T N E S S E T H

     WHEREAS, the Company,  Newcourt,  and Lucent have entered into a Securities
Purchase  Agreement  dated as of  February  4, 1999 (the  "February  4  Purchase
Agreement");

     WHEREAS,  Newcourt owns shares of the Company's  Series E Preferred  Stock,
and shares of the Company's  Series F Preferred Stock, and Lucent owns shares of
the Company's Series F Preferred Stock;

     WHEREAS,  the  Company,  First  Union  Investors,   Inc.  ("First  Union"),
Newcourt,  and  Lucent  are  parties  to  Amendment  No.  1 to  Preferred  Stock
Registration  Rights Agreement of even date herewith,  which grants First Union,
Newcourt,  and Lucent the right to register their Registrable  Securities at any
time and from time to time after October 30, 1999;

     NOW THEREFORE,  in consideration of the premises,  the parties hereto agree
as follows:

     1. DEFINED TERMS.  Unless otherwise  defined herein,  all capitalized terms
defined in the  Amendment and used herein are defined in the February 4 Purchase
Agreement.

     2. AMENDMENT TO SECTION 4.06(F). Section 4.06(f) of the February 4 Purchase
Agreement is amended to read in its entirety as follows:

          "Except as  otherwise  provided in  Amendment  No. 1 to the  Preferred
Stock  Registration  Rights Agreement dated as of June 1, 1999, by and among the
Company,  First Union,  Newcourt, and Lucent, in addition to the restrictions on
transfer imposed by federal or state  securities  laws,  Lucent hereby covenants
and agrees with the Issuer that it will not transfer, sell, assign or pledge all
or any part of the Securities purchased by it hereunder until the earlier of (i)
one year  after the date of any  future  issuance  and sale by the Issuer of any
high yield debt  securities  yielding  gross  proceeds to the Issuer of at least
$50,000,000 or (ii) August 4, 2000.  Notwithstanding the foregoing, the Series F
Preferred  Stock may be held by an Affiliate (as defined in the  "Certificate of
Designations") of Lucent that is under its control."

     3.  Except  as  expressly  amended  hereby,  all of the  provisions  of the
February 4 Purchase  Agreement  are hereby  affirmed and shall  continue in full
force and effect in accordance with their terms.


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     4. This  Amendment  shall be governed and construed in accordance  with the
laws of the State of New York  applicable to agreements made and to be performed
entirely  within,  such state,  without regard to the principles of conflicts of
laws thereof.

     5. This  Amendment  may be  executed in one or more  counterparts,  each of
which  shall be  deemed an  original  and all of which,  taken  together,  shall
constitute one and the same instrument.


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Signature Page to
Amendment No. 1 to the
Securities Purchase
Agreement dated
February 4, 1999

     IN WITNESS  WHEREOF,  the parties  have caused  this  Amendment  to be duly
executed, as of the day and year first above written.


                                        KMC TELECOM HOLDINGS, INC.



                                        By: /s/ James D. Grenfell
                                           -------------------------------------
                                           Name: James D. Grenfell
                                           Title: Executive Vice President,
                                                  Chief Financial Officer

                                        NEWCOURT COMMERCIAL FINANCE
                                        CORPORATION


                                        By: /s/ John P. Sirico, II
                                           -------------------------------------
                                           Name: John P. Sirico, II
                                           Title: Vice President

                                        LUCENT TECHNOLOGIES, INC.


                                        By: /s/ Leslie L. Rogers
                                           -------------------------------------
                                           Name: Leslie L. Rogers
                                           Title: Managing Director