REGISTRATION RIGHTS AGREEMENT




                               Dated May 19, 1999




                                     between




                           KMC TELECOM HOLDINGS, INC.



                                       and




                        MORGAN STANLEY & CO. INCORPORATED
                     CREDIT SUISSE FIRST BOSTON CORPORATION
                        FIRST UNION CAPITAL MARKETS CORP.
                            CIBC WORLD MARKETS CORP.
                       BANCBOSTON ROBERTSON STEPHENS INC.
                      WASSERSTEIN PERELLA SECURITIES, INC.


<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


          THIS  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement")  is made and
entered  into May 19,  1999  between  KMC  Telecom  Holdings,  Inc.,  a Delaware
corporation  (the  "Company"),  and MORGAN  STANLEY & CO.  INCORPORATED,  CREDIT
SUISSE FIRST BOSTON  CORPORATION,  FIRST UNION CAPITAL MARKETS CORP., CIBC WORLD
MARKETS  CORP.,  BANCBOSTON  ROBERTSON  STEPHENS  INC. and  WASSERSTEIN  PERELLA
SECURITIES, INC. (the "Initial Purchasers").

          This  Agreement is made pursuant to the Purchase  Agreement  dated the
date  hereof,  between the Company and the  Initial  Purchasers  (the  "Purchase
Agreement"),  which  provides  for  the  sale  by the  Company  to  the  Initial
Purchasers of an aggregate of  $275,000,000  of 13 1/2% Senior Notes Due 2009 of
the Company (the  "Notes").  In order to induce the Initial  Purchasers to enter
into the  Purchase  Agreement,  the Company has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this  Agreement.  The execution of this Agreement is a condition to the
closing under the Purchase Agreement.

          In  consideration  of the  foregoing,  the  parties  hereto  agree  as
follows:

          1. Definitions.

          As used in this  Agreement,  the following  capitalized  defined terms
shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
to time.

          "1934 Act" shall mean the Securities  Exchange Act of 1934, as amended
from time to time.

          "Closing  Date" shall mean the Closing Date as defined in the Purchase
Agreement.

          "Company"  shall have the  meaning  set forth in the  preamble to this
Agreement and shall also include the Company's successors.

          "Exchange  Offer"  shall  mean the  exchange  offer by the  Company of
Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.


<PAGE>

          "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer  Registration  Statement" shall mean an exchange offer
registration  statement on Form S-4 (or, if applicable,  on another  appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus  contained  therein,  all exhibits thereto and all
material incorporated by reference therein.

          "Exchange  Notes"  shall  mean  notes  issued  in the  Exchange  Offer
pursuant to Section 2(a) hereof.

          "Holder" shall mean any of the Initial  Purchasers,  for so long as it
owns any Registrable Notes, and each of their respective successors, assigns and
direct and indirect  transferees  who become  registered  owners of  Registrable
Notes under the  Indenture;  provided  that for  purposes of Sections 4 and 5 of
this Agreement, the term "Holder" shall include Participating Broker-Dealers (as
defined in Section 4(a) hereof).

          "Indenture" shall mean the Indenture relating to the Notes to be dated
as of the Closing  Date  between the Company and The Chase  Manhattan  Bank,  as
trustee, and as the same may be amended from time to time in accordance with the
terms thereof.

          "Initial  Purchasers" shall have the meaning set forth in the preamble
to this Agreement.

          "Majority  Holders"  shall  mean  the  Holders  of a  majority  of the
aggregate  principal  amount of  outstanding  Registrable  Notes;  provided that
whenever  the  consent  or  approval  of Holders of a  specified  percentage  of
Registrable Notes is required  hereunder,  Registrable Notes held by the Company
or any of its  affiliates  (as such term is  defined  in Rule 405 under the 1933
Act) (other than the Initial  Purchasers  or subsequent  holders of  Registrable
Notes if such  subsequent  holders  are deemed to be such  affiliates  solely by
reason of their  holding  of such  Registrable  Notes)  shall not be  counted in
determining  whether  such  consent or approval was given by the Holders of such
required percentage or amount.

          "Notes"  shall  have the  meaning  set forth in the  Preamble  to this
Agreement.

          "Person" shall mean an individual,  partnership,  corporation, limited
liability  company,  trust or unincorporated  organization or other entity, or a
government or agency or political subdivision thereof.


<PAGE>


          "Prospectus"  shall mean the  prospectus  included  in a  Registration
Statement,  including any  preliminary  prospectus,  and any such  prospectus as
amended or  supplemented  by any prospectus  supplement,  including a prospectus
supplement  with  respect  to the terms of the  offering  of any  portion of the
Registrable Notes covered by a Shelf  Registration  Statement,  and by all other
amendments and  supplements to such  prospectus,  and in each case including all
material incorporated by reference therein.

          "Purchase  Agreement" shall have the meaning set forth in the preamble
to this Agreement.

          "Registrable Notes" shall mean the Notes; provided,  however, that the
Notes shall cease to be Registrable Notes (i) when a Registration Statement with
respect to such Notes shall have been declared  effective under the 1933 Act and
such Notes shall have been disposed of pursuant to such Registration  Statement,
(ii) when such Notes have been sold to the public  pursuant  to Rule 144 (or any
similar rule then in force,  but not Rule 144A) under the 1933 Act or (iii) when
such Notes shall have ceased to be outstanding.


<PAGE>


          "Registration  Expenses"  shall mean any and all expenses  incident to
performance  of or  compliance  by the Company  with this  Agreement,  including
without  limitation:  (i) all SEC,  stock  exchange or National  Association  of
Securities  Dealers,  Inc.  registration  and  filing  fees,  (ii)  all fees and
expenses  incurred in connection with  compliance with state  securities or blue
sky  laws  (including  reasonable  fees and  disbursements  of  counsel  for any
underwriters or Holders in connection with blue sky  qualification of any of the
Exchange  Notes or  Registrable  Notes),  (iii) all  expenses  of any Persons in
preparing or assisting in preparing, word processing,  printing and distributing
any  Registration  Statement,  any  Prospectus,  any  amendments or  supplements
thereto,  any  underwriting  agreements,  securities  sales agreements and other
documents  relating to the  performance of and compliance  with this  Agreement,
(iv) all rating  agency  fees,  (v) all fees and  disbursements  relating to the
qualification of the Indenture under  applicable  securities laws, (vi) the fees
and  disbursements  of  the  Trustee  and  its  counsel,   (vii)  the  fees  and
disbursements  of  counsel  for  the  Company  and,  in  the  case  of  a  Shelf
Registration Statement, the reasonable fees and disbursements of one counsel for
the Holders (which  counsel shall be selected by the Majority  Holders and which
counsel may also be counsel for the Initial Purchasers ) and (viii) the fees and
disbursements of the independent  public  accountants of the Company,  including
the  expenses of any special  audits or "cold  comfort"  letters  required by or
incident to such performance and compliance,  but excluding fees and expenses of
counsel to the  underwriters  (other than reasonable fees and expenses set forth
in clause (ii) above) or the Holders and underwriting  discounts and commissions
and transfer taxes,  if any,  relating to the sale or disposition of Registrable
Notes by a Holder.

          "Registration  Statement" shall mean any registration statement of the
Company that covers any of the Exchange Notes or  Registrable  Notes pursuant to
the provisions of this Agreement and all amendments and  supplements to any such
Registration  Statement,  including  post-effective  amendments,  in  each  case
including  the  Prospectus  contained  therein,  all  exhibits  thereto  and all
material incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission.

          "Shelf  Registration"  shall mean a registration  effected pursuant to
Section 2(b) hereof.

          "Shelf  Registration  Statement"  shall  mean a  "shelf"  registration
statement  of the Company  pursuant to the  provisions  of Section  2(b) of this
Agreement  which covers all of the  Registrable  Notes (but no other  securities
unless approved by the Holders whose Registrable Notes are covered by such Shelf
Registration  Statement)  on an  appropriate  form under Rule 415 under the 1933
Act, or any similar rule that may be adopted by the SEC, and all  amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus  contained  therein,  all exhibits thereto
and all material incorporated by reference therein.

          "Trustee"  shall mean the trustee  with respect to the Notes under the
Indenture.

          "Underwritten  Registration" or  "Underwritten  Offering" shall mean a
registration  in  which  Registrable  Notes  are  sold  to  an  Underwriter  (as
hereinafter defined) for reoffering to the public.

          2. Registration Under the 1933 Act.


<PAGE>

          (a) To the extent not  prohibited by any  applicable law or applicable
interpretation  of the staff of the SEC, the Company  shall use its best efforts
to cause to be filed an Exchange Offer Registration Statement covering the offer
by the  Company to the  Holders to  exchange  all of the  Registrable  Notes for
Exchange Notes and to have such  Registration  Statement  remain effective until
the closing of the Exchange Offer. The Company shall commence the Exchange Offer
promptly  after the Exchange  Offer  Registration  Statement  has been  declared
effective  by the SEC and  use its  best  efforts  to have  the  Exchange  Offer
consummated  not later than 60 days after such effective date. The Company shall
commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying  documents  to each  Holder  stating,  in  addition  to such  other
disclosures as are required by applicable law:

               (i)  that the  Exchange  Offer is  being  made  pursuant  to this
          Registration  Rights Agreement and that all Registrable  Notes validly
          tendered will be accepted for exchange;

               (ii) the  dates of  acceptance  for  exchange  (which  shall be a
          period  of at least 20  business  days  from the date  such  notice is
          mailed) (the "Exchange Dates");

               (iii)  that  any  Registrable   Note  not  tendered  will  remain
          outstanding and continue to accrue  interest,  but will not retain any
          rights under this Registration Rights Agreement;

               (iv) that Holders  electing to have a Registrable  Note exchanged
          pursuant to the  Exchange  Offer will be required  to  surrender  such
          Registrable  Note,  together with the enclosed letters of transmittal,
          to the  institution  and at the  address  (located  in the  Borough of
          Manhattan,  The City of New York) specified in the notice prior to the
          close of business on the last Exchange Date; and

               (v) that Holders will be entitled to withdraw their election, not
          later than the close of business on the last Exchange Date, by sending
          to the  institution  and at the  address  (located  in the  Borough of
          Manhattan,  The City of New York)  specified in the notice a telegram,
          telex, facsimile transmission or letter setting forth the name of such
          Holder,  the  principal  amount of  Registrable  Notes  delivered  for
          exchange and a statement that such Holder is withdrawing  his election
          to have such Notes exchanged.

          As soon as  practicable  after the last  Exchange  Date,  the  Company
shall:

               (i) accept for  exchange  Registrable  Notes or portions  thereof
          tendered and not validly withdrawn pursuant to the Exchange Offer; and

               (ii)  deliver,  or  cause to be  delivered,  to the  Trustee  for
          cancellation all Registrable Notes or portions thereof so accepted for
          exchange by the  Company and issue,  and cause the Trustee to promptly
          authenticate  and  mail to each  Holder,  an  Exchange  Note  equal in
          principal  amount to the  principal  amount of the  Registrable  Notes
          surrendered by such Holder.


<PAGE>

          The Company shall use its best efforts to complete the Exchange  Offer
as provided above and shall comply with the applicable  requirements of the 1933
Act, the 1934 Act and other  applicable  laws and regulations in connection with
the Exchange  Offer.  The Exchange Offer shall not be subject to any conditions,
other  than that the  Exchange  Offer  does not  violate  applicable  law or any
applicable  interpretation of the staff of the SEC. The Company shall inform the
Initial  Purchasers  of the  names  and  addresses  of the  Holders  to whom the
Exchange Offer is made, and the Initial Purchasers shall have the right, subject
to applicable  law, to contact such Holders and otherwise  facilitate the tender
of Registrable Notes in the Exchange Offer.

          (b) In the event that (i) the  Company  determines  that the  Exchange
Offer  Registration  provided for in Section 2(a) above is not  available or may
not be consummated  as soon as practicable  after the last Exchange Date because
it would violate  applicable law or the applicable  interpretations of the staff
of the SEC, (ii) the Exchange  Offer is not for any other reason  consummated by
the date that is six months after the Closing  Date or (iii) the Exchange  Offer
has been  completed  and in the opinion of counsel for the Initial  Purchasers a
Registration  Statement must be filed and a Prospectus  must be delivered by the
Initial  Purchasers in connection with any offering or sale of Registrable Notes
by the  Initial  Purchasers,  of  Registrable  Notes that were  acquired  by the
Initial  Purchasers from the Company,  the Company shall use its best efforts to
cause to be filed  as soon as  practicable  after  such  determination,  date or
notice of such opinion of counsel is given to the Company, as the case may be, a
Shelf Registration Statement providing for the sale by the Holders of all of the
Registrable  Notes  and to  have  such  Shelf  Registration  Statement  declared
effective  by the SEC.  The Company  agrees to use its best  efforts to keep the
Shelf Registration  Statement continuously effective until the expiration of the
period  referred  to in Rule  144(k)  under  the 1933 Act  with  respect  to all
Registrable Notes covered by the Shelf Registration  Statement,  or such shorter
period that will  terminate  when all of the  Registrable  Notes  covered by the
Shelf  Registration  Statement have been sold pursuant to the Shelf Registration
Statement.  The  Company  further  agrees  to  supplement  or  amend  the  Shelf
Registration  Statement if required by the rules,  regulations  or  instructions
applicable  to  the  registration  form  used  by the  Company  for  such  Shelf
Registration  Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf  registration  or if reasonably  requested by a Holder with
respect to information  relating to such Holder,  and to use its best efforts to
cause  any such  amendment  to  become  effective  and such  Shelf  Registration
Statement to become usable as soon as thereafter practicable. The Company agrees
to furnish to the Holders of Registrable  Notes copies of any such supplement or
amendment promptly after its being used or filed with the SEC.

          (c) The Company shall pay all Registration Expenses in connection with
the registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay
all underwriting  discounts and commissions and transfer taxes, if any, relating
to the sale or  disposition of such Holder's  Registrable  Notes pursuant to the
Shelf Registration Statement.



<PAGE>



          (d) An Exchange Offer Registration  Statement pursuant to Section 2(a)
hereof or a Shelf  Registration  Statement  pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared  effective by
the SEC; provided,  however, that, if, after it has been declared effective, the
offering of  Registrable  Notes  pursuant to a Shelf  Registration  Statement is
interfered  with by any stop order,  injunction or other order or requirement of
the SEC or any other governmental  agency or court, such Registration  Statement
will  be  deemed  not to  have  become  effective  during  the  period  of  such
interference   until  the  offering  of  Registrable   Notes  pursuant  to  such
Registration Statement may legally resume. As provided for in the Indenture,  in
the  event  that  the  Exchange  Offer  is  not  consummated  and,  if  a  Shelf
Registration  Statement is required hereby, the Shelf Registration  Statement is
not  declared  effective  on or prior to the date that is six  months  after the
Closing Date,  the interest  rate on the Notes (and on the Exchange  Notes) will
increase by 0.5% per annum until the date the Exchange Offer is consummated or a
Shelf Registration Statement is declared effective.

          (e) Without limiting the remedies  available to the Initial Purchasers
and the  Holders,  the Company  acknowledges  that any failure by the Company to
comply with its  obligations  under  Section  2(a) and  Section  2(b) hereof may
result in material  irreparable  injury to the Initial Purchasers or the Holders
for which  there is no adequate  remedy at law,  that it will not be possible to
measure  damages for such injuries  precisely and that, in the event of any such
failure,  the Initial  Purchasers or any Holder may obtain such relief as may be
required to specifically  enforce the Company's  obligations  under Section 2(a)
and Section 2(b) hereof.

          3. Registration Procedures.

          In connection  with the obligations of the Company with respect to the
Registration  Statements  pursuant to Section 2(a) and Section 2(b) hereof,  the
Company shall as expeditiously as possible:

          (a)  prepare  and file with the SEC a  Registration  Statement  on the
appropriate  form under the 1933 Act,  which form (x) shall be  selected  by the
Company and (y) shall, in the case of a Shelf Registration, be available for the
sale of the  Registrable  Notes by the  selling  Holders  thereof  and (z) shall
comply  as to  form  in all  material  respects  with  the  requirements  of the
applicable form and include all financial  statements  required by the SEC to be
filed therewith,  and use its best efforts to cause such Registration  Statement
to become effective and remain effective in accordance with Section 2 hereof;


<PAGE>


          (b) prepare and file with the SEC such  amendments and  post-effective
amendments  to each  Registration  Statement  as may be  necessary  to keep such
Registration  Statement  effective  for the  applicable  period  and cause  each
Prospectus to be supplemented by any required  prospectus  supplement and, as so
supplemented,  to be filed pursuant to Rule 424 under the 1933 Act; to keep each
Prospectus  current during the period  described under Section 4(3) and Rule 174
under the 1933 Act that is applicable to transactions by brokers or dealers with
respect to the Registrable Notes or Exchange Notes;

          (c) in the case of a Shelf  Registration,  furnish  to each  Holder of
Registrable  Notes,  to counsel for the Initial  Purchasers,  to counsel for the
Holders and to each  Underwriter  of an  Underwritten  Offering  of  Registrable
Notes, if any, without charge, as many copies of each Prospectus, including each
preliminary  Prospectus,  and any amendment or supplement thereto and such other
documents as such Holder or  Underwriter  may  reasonably  request,  in order to
facilitate the public sale or other  disposition of the Registrable  Notes;  and
the  Company  consents  to the  use of such  Prospectus  and  any  amendment  or
supplement  thereto in  accordance  with  applicable  law by each of the selling
holders of Registrable  Notes and any such  Underwriters  in connection with the
offering  and  sale  of the  Registrable  Notes  covered  by  and in the  manner
described  in  such  Prospectus  or  any  amendment  or  supplement  thereto  in
accordance with applicable law;

          (d) use its  reasonable  best  efforts  to  register  or  qualify  the
Registrable  Notes under all applicable  state  securities or "blue sky" laws of
such  jurisdictions as any Holder of Registrable Notes covered by a Registration
Statement  shall  reasonably  request  in  writing  by the time  the  applicable
Registration  Statement is declared effective by the SEC, to cooperate with such
Holders in  connection  with any filings  required to be made with the  National
Association of Securities Dealers, Inc. and do any and all other acts and things
which  may be  reasonably  necessary  or  advisable  to  enable  such  Holder to
consummate the disposition in each such  jurisdiction of such Registrable  Notes
owned by such Holder; provided,  however, that the Company shall not be required
to (i)  qualify as a foreign  corporation  or as a dealer in  securities  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section  3(d),  (ii) file any  general  consent  to  service of process or (iii)
subject itself to taxation in any such jurisdiction if it is not so subject;


<PAGE>


          (e) in the  case  of a  Shelf  Registration,  notify  each  Holder  of
Registrable  Notes,  counsel  for  the  Holders  and  counsel  for  the  Initial
Purchasers  promptly  and, if requested  by any such Holder or counsel,  confirm
such advice in writing (i) when a  Registration  Statement has become  effective
and  when any  post-effective  amendment  thereto  has been  filed  and  becomes
effective,  (ii) of any request by the SEC or any state securities authority for
amendments and  supplements  to a  Registration  Statement and Prospectus or for
additional  information  after the Registration  Statement has become effective,
(iii) of the issuance by the SEC or any state  securities  authority of any stop
order suspending the effectiveness of a Registration Statement or the initiation
of any  proceedings  for that purpose,  (iv) if, between the effective date of a
Registration  Statement and the closing of any sale of Registrable Notes covered
thereby,  the  representations  and  warranties of the Company  contained in any
underwriting  agreement,  securities sales agreement or other similar agreement,
if any,  relating to the  offering  cease to be true and correct in all material
respects  or if the  Company  receives  any  notification  with  respect  to the
suspension  of the  qualification  of the  Registrable  Notes  for  sale  in any
jurisdiction  or the initiation of any  proceeding for such purpose,  (v) of the
happening  of any event  during the  period a Shelf  Registration  Statement  is
effective which makes any statement made in such  Registration  Statement or the
related  Prospectus  untrue in any material respect or which requires the making
of any changes in such Registration Statement or Prospectus in order to make the
statements  therein  not  misleading  in any  material  respect  and (vi) of any
determination by the Company that a  post-effective  amendment to a Registration
Statement would be appropriate;

          (f) make every reasonable effort to obtain the withdrawal of any order
suspending  the  effectiveness  of a  Registration  Statement  at  the  earliest
possible  moment and provide  prompt notice to each Holder of the  withdrawal of
any such order;

          (g) in the case of a Shelf  Registration,  furnish  to each  Holder of
Registrable  Notes,  without  charge,  at  least  one  conformed  copy  of  each
Registration  Statement  and  any  post-effective   amendment  thereto  (without
documents  incorporated  therein  by  reference  or  exhibits  thereto,   unless
requested);

          (h) in the case of a Shelf  Registration,  cooperate  with the selling
Holders of Registrable  Notes to facilitate the timely  preparation and delivery
of certificates  representing  Registrable  Notes to be sold and not bearing any
restrictive   legends  and  enable  such   Registrable   Notes  to  be  in  such
denominations  (consistent  with the provisions of the Indenture) and registered
in such  names as the  selling  Holders  may  reasonably  request  at least  two
business days prior to the closing of any sale of Registrable Notes;

          (i) in the case of a Shelf  Registration,  upon the  occurrence of any
event  contemplated by Section  3(e)(v) hereof,  use its best efforts to prepare
and file with the SEC a supplement or post-effective amendment to a Registration
Statement  or the related  Prospectus  or any document  incorporated  therein by
reference or file any other required  document so that, as thereafter  delivered
to the purchasers of the Registrable Notes, such Prospectus will not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not  misleading.  The Company agrees to notify the Holders to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event,  and the Holders hereby agree to suspend use of the Prospectus  until the
Company has amended or supplemented the Prospectus to correct such  misstatement
or omission;


<PAGE>


          (j) a  reasonable  time  prior  to  the  filing  of  any  Registration
Statement,  any  Prospectus,  any  amendment  to  a  Registration  Statement  or
amendment  or  supplement  to a  Prospectus  or  any  document  which  is  to be
incorporated  by reference into a Registration  Statement or a Prospectus  after
initial filing of a Registration  Statement,  provide copies of such document to
the  Initial  Purchasers  and  their  counsel  (and,  in  the  case  of a  Shelf
Registration  Statement,  the  Holders and their  counsel)  and make such of the
representatives  of the Company as shall be reasonably  requested by the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Holders or their counsel)  available for  discussion of such  document,  and
shall not at any time file or make any amendment to the Registration  Statement,
any Prospectus or any amendment of or supplement to a Registration  Statement or
a Prospectus or any document  which is to be  incorporated  by reference  into a
Registration  Statement or a  Prospectus,  of which the Initial  Purchasers  and
their counsel (and, in the case of a Shelf Registration  Statement,  the Holders
and their counsel) shall not have  previously  been advised and furnished a copy
or to which the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) shall reasonably object;

          (k) obtain a CUSIP number for all Exchange Notes or Registrable Notes,
as the  case  may be,  not  later  than  the  effective  date of a  Registration
Statement;

          (l) cause the Indenture to be qualified  under the Trust Indenture Act
of 1939, as amended (the "TIA"),  in  connection  with the  registration  of the
Exchange  Notes or  Registrable  Notes,  as the case may be,  cooperate with the
Trustee  and the  Holders  to effect  such  changes to the  Indenture  as may be
required for the  Indenture to be so qualified in  accordance  with the terms of
the TIA and execute, and use its reasonable best efforts to cause the Trustee to
execute,  all  documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;

          (m) in the case of a Shelf  Registration,  upon execution of customary
confidentiality  agreements  reasonably  satisfactory  to the  Company  and  its
counsel, make available for inspection by a representative of the Holders of the
Registrable Notes, any Underwriter  participating in any disposition pursuant to
such Shelf Registration  Statement,  and attorneys and accountants designated by
the Holders,  at reasonable times and in a reasonable  manner, all financial and
other records,  pertinent documents and properties of the Company, and cause the
respective  officers,  directors  and  employees  of the  Company  to supply all
information  reasonably  requested  by  any  such  representative,  Underwriter,
attorney or accountant in connection with a Shelf Registration Statement;


<PAGE>


          (n) if reasonably requested by any Holder of Registrable Notes covered
by a Registration Statement, (i) promptly incorporate in a Prospectus supplement
or post-effective amendment such information with respect to such Holder as such
Holder  reasonably  requests to be included  therein and (ii) make all  required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as the Company has received  notification  of the matters to be  incorporated in
such filing; and

          (o) in the  case of a Shelf  Registration,  use  its  reasonable  best
efforts to enter into such customary  agreements and take all such other actions
in connection  therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Notes being sold) in order to expedite or
facilitate the disposition of such Registrable Notes including,  but not limited
to, an Underwritten Offering and in such connection, (i) to the extent possible,
make such  representations and warranties to the Holders and any Underwriters of
such  Registrable  Notes with  respect to the  business  of the  Company and its
subsidiaries, the Registration Statement,  Prospectus and documents incorporated
by reference  therein or deemed  incorporated by reference  therein,  if any, in
each case, in form,  substance and scope as are  customarily  made by issuers to
underwriters  in  underwritten  offerings  and  confirm  the  same  if and  when
requested, (ii) use its reasonable best efforts to obtain opinions of counsel to
the Company (which counsel and opinions, in form, scope and substance,  shall be
reasonably   satisfactory  to  the  Holders  and  such  Underwriters  and  their
respective  counsel)  addressed  to  each  selling  Holder  and  Underwriter  of
Registrable  Notes,   covering  the  matters  customarily  covered  in  opinions
requested in  underwritten  offerings,  (iii) use its reasonable best efforts to
obtain "cold comfort" letters from the independent  certified public accountants
of the Company (and, if necessary,  any other certified public accountant of any
subsidiary of the Company,  or of any business acquired by the Company for which
financial  statements  and financial  data are or are required to be included in
the Registration  Statement) addressed to each selling Holder and Underwriter of
Registrable  Notes, such letters to be in customary form and covering matters of
the type  customarily  covered  in "cold  comfort"  letters in  connection  with
underwritten offerings,  and (iv) deliver such documents and certificates as may
be reasonably  requested by the Holders of a majority in principal amount of the
Registrable  Notes  being sold or the  Underwriters,  and which are  customarily
delivered in underwritten  offerings,  to evidence the continued validity of the
representations  and warranties of the Company made pursuant to clause (i) above
and to  evidence  compliance  with  any  customary  conditions  contained  in an
underwriting agreement.

          In the case of a Shelf Registration Statement, the Company may require
each  Holder of  Registrable  Notes to furnish to the Company  such  information
regarding  the  Holder  and the  proposed  distribution  by such  Holder of such
Registrable  Notes as the  Company may from time to time  reasonably  request in
writing.  No Holder of Registrable  Notes may include its  Registrable  Notes in
such Shelf  Registration  Statement  unless and until such Holder furnishes such
information to the Company.  Each Holder including  Registrable Notes in a Shelf
Registration  shall agree to furnish  promptly  to the  Company any  information
regarding  such  Holder and the  proposed  distribution  by such  Holder of such
Registrable Notes required to make any information  previously  furnished to the
Company by such Holder not materially misleading.


<PAGE>



          In the case of a Shelf  Registration  Statement,  each  Holder  agrees
that,  upon receipt of any notice from the Company of the happening of any event
of the kind  described in Section  3(e)(v)  hereof,  such Holder will  forthwith
discontinue   disposition  of  Registrable  Notes  pursuant  to  a  Registration
Statement  until such  Holder's  receipt of the  copies of the  supplemented  or
amended Prospectus  contemplated by Section 3(i) hereof,  and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its  possession,  other than  permanent  file  copies  then in such  Holder's
possession,  of the Prospectus  covering such  Registrable  Notes current at the
time of receipt of such  notice.  If the  Company  shall give any such notice to
suspend  the  disposition  of  Registrable  Notes  pursuant  to  a  Registration
Statement,  the Company  shall extend the period  during which the  Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days  during the  period  from and  including  the date of the giving of such
notice to and including the date when the Holders shall have received  copies of
the supplemented or amended  Prospectus  necessary to resume such  dispositions.
There may not be more than two such  suspensions  during  any 365 day period and
any such suspensions may not exceed 30 days for each suspension.

          The  Holders of  Registrable  Notes  covered  by a Shelf  Registration
Statement who desire to do so may sell such Registrable Notes in an Underwritten
Offering; provided that the Company shall be required to use its reasonable best
efforts to effect an  underwritten  offering only upon the request of Holders of
at least 25% in aggregate  principal amount of the Registrable Notes outstanding
at the time such request is delivered to the Company.  In any such  Underwritten
Offering,  the investment  banker or investment  bankers and manager or managers
(the  "Underwriters")  that will administer the offering will be selected by the
Majority Holders of the Registrable Notes included in such offering,  subject to
approval by the Company, which approval will not be unreasonably withheld.

          4. Participation of Broker-Dealers in Exchange Offer.

          (a) The staff of the SEC has taken the position that any broker-dealer
that  receives  Exchange  Notes for its own  account  in the  Exchange  Offer in
exchange  for Notes  that were  acquired  by such  broker-dealer  as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), may
be deemed to be an  "underwriter"  within  the  meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Notes.


<PAGE>


          The Company  understands  that it is the staff's  position that if the
Prospectus  contained in the Exchange Offer  Registration  Statement  includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Notes, without naming
the  Participating  Broker-Dealers  or specifying  the amount of Exchange  Notes
owned by them, such Prospectus may be delivered by Participating  Broker-Dealers
to satisfy their prospectus delivery obligation under the 1933 Act in connection
with resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the 1933 Act.

          (b) In light of the above,  notwithstanding  the other  provisions  of
this Agreement, the Company agrees that the provisions of this Agreement as they
relate  to  a  Shelf   Registration  shall  also  apply  to  an  Exchange  Offer
Registration to the extent,  and with such reasonable  modifications  thereto as
may  be,  reasonably  requested  by the  Initial  Purchasers  or by one or  more
Participating Broker-Dealers,  in each case as provided in clause (ii) below, in
order to  expedite  or  facilitate  the  disposition  of any  Exchange  Notes by
Participating  Broker-Dealers  consistent with the positions of the staff of the
SEC recited in Section 4(a) above; provided that:

               (i) the Company shall not be required to amend or supplement  the
          Prospectus contained in the Exchange Offer Registration  Statement, as
          would  otherwise  be  contemplated  by  Section  3(i),  for  a  period
          exceeding 180 days after the last Exchange Date (as such period may be
          extended  pursuant to the  penultimate  paragraph of Section 3 of this
          Agreement) and Participating Broker-Dealers shall not be authorized by
          the  Company to deliver and shall not deliver  such  Prospectus  after
          such  period  in  connection  with the  resales  contemplated  by this
          Section 4; and

               (ii) the  application  of the Shelf  Registration  procedures set
          forth  in  Section  3  of  this   Agreement   to  an  Exchange   Offer
          Registration, to the extent not required by the positions of the staff
          of the SEC or the 1933 Act and the rules and  regulations  thereunder,
          will be in conformity  with the  reasonable  request to the Company by
          the Initial  Purchasers or with the  reasonable  request in writing to
          the Company by one or more  broker-dealers  who certify to the Initial
          Purchasers and the Company in writing that they  anticipate  that they
          will be  Participating  Broker-Dealers;  and provided further that, in
          connection with such application of the Shelf Registration  procedures
          set forth in Section 3 to an Exchange Offer Registration,  the Company
          shall be obligated (x) to deal only with one entity  representing  the
          Participating  Broker-Dealers,  which  shall be  Morgan  Stanley & Co.
          Incorporated unless it elects not to act as such  representative,  (y)
          to pay the fees and  expenses  of only one  counsel  representing  the
          Participating  Broker-Dealers,  which  shall be counsel to the Initial
          Purchasers  unless such counsel  elects not to so act and (z) to cause
          to be delivered only one, if any,  "cold comfort"  letter with respect
          to the  Prospectus  in the form existing on the last Exchange Date and
          with  respect to each  subsequent  amendment  or  supplement,  if any,
          effected during the period specified in clause (i) above.

          (c) The Initial  Purchasers  shall have no liability to the Company or
any Holder with  respect to any request  that they may make  pursuant to Section
4(b) above.


<PAGE>


          5. Indemnification and Contribution.

          (a) The Company  agrees to  indemnify  and hold  harmless  the Initial
Purchasers,  each  Holder and each  person,  if any,  who  controls  any Initial
Purchaser or any Holder within the meaning of either  Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, any Initial  Purchaser or any Holder,  from and against all losses,  claims,
damages  and  liabilities  (including,  without  limitation,  any legal or other
expenses  reasonably  incurred by any Initial Purchaser,  any Holder or any such
controlling or affiliated  person in connection with defending or  investigating
any such  action or claim)  caused by any untrue  statement  or  alleged  untrue
statement of a material  fact  contained in any  Registration  Statement (or any
amendment  thereto)  pursuant to which Exchange Notes or Registrable  Notes were
registered under the 1933 Act, including all documents  incorporated  therein by
reference,  or caused by any  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  or caused by any untrue  statement  or alleged  untrue
statement  of a  material  fact  contained  in any  Prospectus  (as  amended  or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto),  or caused by any  omission  or alleged  omission  to state  therein a
material  fact  necessary  to  make  the  statements  therein  in  light  of the
circumstances under which they were made not misleading,  except insofar as such
losses,  claims,  damages or liabilities are caused by any such untrue statement
or omission or alleged  untrue  statement  or  omission  based upon  information
relating to any of the Initial Purchasers or any Holder furnished to the Company
in writing by any Initial  Purchaser  or any selling  Holder  expressly  for use
therein; provided, that the foregoing indemnity agreement shall not inure to the
benefit of any Holder or any Person controlling such Holder, with respect to any
sale or  disposition  of  Registrable  Notes by such Holder in  violation of the
penultimate  paragraph of Section 3 of this  Agreement.  In connection  with any
Underwritten  Offering  permitted by Section 3, the Company will also  indemnify
the  Underwriters,  if any,  selling  brokers,  dealers and  similar  securities
industry  professionals  participating in the  distribution,  their officers and
directors and each Person who controls  such Persons  (within the meaning of the
1933 Act and the 1934 Act) to the same extent as provided  above with respect to
the  indemnification  of the  Holders,  if  requested  in  connection  with  any
Registration Statement.


<PAGE>


          (b) Each Holder  (including  any Initial  Purchaser if it is a Holder)
agrees,  severally and not jointly,  to indemnify and hold harmless the Company,
each  Initial  Purchaser  and the  other  selling  Holders,  and  each of  their
respective  directors,  officers who sign the  Registration  Statement  and each
Person,  if any, who controls the Company,  any Initial  Purchaser and any other
selling  Holder  within  the  meaning  of either  Section  15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the  foregoing  indemnity  from
the Company to the Initial  Purchasers and the Holders,  but only with reference
to  information  relating to such Holder  furnished to the Company in writing by
such Holder  expressly for use in any  Registration  Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).


<PAGE>


          (c) In case any proceeding (including any governmental  investigation)
shall be instituted  involving  any Person in respect of which  indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such person (the
"indemnified  party")  shall  promptly  notify  the  Person  against  whom  such
indemnity  may  be  sought  (the  "indemnifying   party")  in  writing  and  the
indemnifying  party, upon request of the indemnified party, shall retain counsel
reasonably  satisfactory to the  indemnified  party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel,  but the fees and expenses of such counsel  shall be at the expense
of such indemnified party unless (i) the indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall not, in connection with any proceeding or related  proceedings in the same
jurisdiction,  be liable for (a) the  reasonable  fees and expenses of more than
one separate firm (in addition to any local counsel) for all Initial  Purchasers
and all Persons,  if any, who control the Initial  Purchasers within the meaning
of either  Section  15 of the 1933 Act or  Section  20 of the 1934 Act,  (b) the
reasonable  fees and expenses of more than one separate firm (in addition to any
local  counsel)  for the  Company,  its  directors,  its  officers  who sign the
Registration  Statement and each Person, if any, who controls the Company within
the meaning of either such Section and (c) the  reasonable  fees and expenses of
more than one separate  firm (in addition to any local  counsel) for all Holders
and all Persons,  if any,  who control any Holders  within the meaning of either
such  Section,  and that all such fees and expenses  shall be reimbursed as they
are  incurred.  In such case  involving  any Initial  Purchaser  and Persons who
control  such Initial  Purchaser,  such firm shall be  designated  in writing by
Morgan Stanley & Co.  Incorporated.  In such case involving the Holders and such
Persons who control  Holders,  such firm shall be  designated  in writing by the
Majority  Holders.  In all other  cases,  such firm shall be  designated  by the
Company.  The  indemnifying  party shall not be liable for any settlement of any
proceeding  effected  without its  written  consent  but,  if settled  with such
consent or if there be a final  judgment  for the  plaintiff,  the  indemnifying
party agrees to  indemnify  the  indemnified  party from and against any loss or
liability  by  reason  of  such  settlement  or  judgment.  Notwithstanding  the
foregoing sentence,  if at any time an indemnified party shall have requested an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying  party  agrees  that it shall be liable for any  settlement  of any
proceeding  effected  without  its  written  consent if (i) such  settlement  is
entered into more than 60 days after receipt by such  indemnifying  party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified  party for such fees and expenses of counsel in accordance with such
request  prior to the date of such  settlement.  No  indemnifying  party  shall,
without  the  prior  written  consent  of  the  indemnified  party,  effect  any
settlement  of any  pending or  threatened  proceeding  in respect of which such
indemnified  party is or could have been a party and  indemnity  could have been
sought hereunder by such indemnified party,  unless such settlement  includes an
unconditional  release of such  indemnified  party from all  liability on claims
that are the subject matter of such proceeding.

          (d) If the indemnification  provided for in paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an indemnified  party or insufficient in
respect of any losses,  claims,  damages or liabilities,  then each indemnifying
party under such  paragraph,  in lieu of  indemnifying  such  indemnified  party
thereunder,  shall  contribute to the amount paid or payable by such indemnified
party as a  result  of such  losses,  claims,  damages  or  liabilities  in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party or parties on the one hand and of the indemnified  party or parties on the
other hand in connection  with the statements or omissions that resulted in such
losses, claims, damages or liabilities,  as well as any other relevant equitable
considerations.  The  relative  fault of the Company  and the  Holders  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity  to correct or prevent  such  statement  or  omission.  The Holders'
respective  obligations to contribute  pursuant to this Section 5(d) are several
in proportion to the respective  principal  amount of Registrable  Notes of such
Holder that were registered pursuant to a Registration Statement.


<PAGE>


          (e) The  Company  and each  Holder  agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation  or by any other method of  allocation  that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified  party as a result of the losses,  claims,  damages
and  liabilities  referred to in paragraph (d) above shall be deemed to include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
Section 5, no Holder shall be required to indemnify or contribute  any amount in
excess of the amount by which the total  price at which  Registrable  Notes were
sold by such  Holder  exceeds  the amount of any  damages  that such  Holder has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement  or  omission  or alleged  omission.  No person  guilty of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to  contribution  from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies  which may  otherwise be available to
any indemnified party at law or in equity.

          The indemnity and contribution  provisions contained in this Section 5
shall  remain  operative  and in full  force and  effect  regardless  of (i) any
termination of this Agreement,  (ii) any  investigation  made by or on behalf of
any  Initial  Purchaser,  any  Holder  or any  Person  controlling  any  Initial
Purchaser  or any Holder,  or by or on behalf of the  Company,  its  officers or
directors or any Person controlling the Company,  (iii) acceptance of any of the
Exchange  Notes  and (iv)  any sale of  Registrable  Notes  pursuant  to a Shelf
Registration Statement.

          6. Miscellaneous.

          (a) No Inconsistent Agreements.  The Company has not entered into, and
on or after the date of this Agreement will not enter into, any agreement  which
is inconsistent  with the rights granted to the Holders of Registrable  Notes in
this Agreement or otherwise  conflicts with the  provisions  hereof.  The rights
granted to the Holders  hereunder  do not in any way  conflict  with and are not
inconsistent  with the rights  granted to the  holders  of the  Company's  other
issued and outstanding securities under any such agreements.

          (b)  Amendments  and  Waivers.   The  provisions  of  this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given unless the Company has obtained the written  consent of Holders
of at  least  a  majority  in  aggregate  principal  amount  of the  outstanding
Registrable Notes affected by such amendment,  modification,  supplement, waiver
or consent;  provided,  however,  that no amendment,  modification,  supplement,
waiver or consent to any departure from the provisions of Section 5 hereof shall
be effective as against any Holder of Registrable  Notes unless  consented to in
writing by such Holder.

          (c)  Notices.  All notices and other  communications  provided  for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section  6(c),  which  address   initially  is,  with  respect  to  the  Initial
Purchasers,  the address set forth in the Purchase Agreement; and (ii) if to the
Company,  initially at the Company's address set forth in the Purchase Agreement
and  thereafter  at such other  address,  notice of which is given in accordance
with the provisions of this Section 6(c).


<PAGE>


          All such notices and communications  shall be deemed to have been duly
given:  at the time  delivered by hand, if personally  delivered;  five business
days after  being  deposited  in the mail,  postage  prepaid,  if  mailed;  when
answered back, if telexed; when receipt is acknowledged,  if telecopied;  and on
the  next  business  day if  timely  delivered  to an air  courier  guaranteeing
overnight delivery.

          Copies of all such notices,  demands, or other communications shall be
concurrently  delivered  by the person  giving the same to the  Trustee,  at the
address specified in the Indenture.

          (d) Successors and Assigns.  This Agreement shall inure to the benefit
of and be binding upon the  successors,  assigns and  transferees of each of the
parties,  including,  without  limitation  and  without  the need for an express
assignment,  subsequent Holders; provided that nothing herein shall be deemed to
permit any  assignment,  transfer or other  disposition of Registrable  Notes in
violation  of the terms of the  Purchase  Agreement.  If any  transferee  of any
Holder shall acquire  Registrable Notes, in any manner,  whether by operation of
law or  otherwise,  such  Registrable  Notes shall be held subject to all of the
terms of this Agreement,  and by taking and holding such Registrable  Notes such
person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and  provisions  of this  Agreement  and such  person  shall be
entitled to receive  the  benefits  hereof.  The  Initial  Purchasers  (in their
capacity as Initial  Purchasers)  shall have no liability or  obligation  to the
Company with respect to any failure by a Holder to comply with, or any breach by
any Holder of, any of the obligations of such Holder under this Agreement.

          (e) Purchases and Sales of Notes. The Company shall not, and shall use
its best efforts to cause its  affiliates (as defined in Rule 405 under the 1933
Act) not to, purchase and then resell or otherwise transfer any Notes.

          (f)  Third  Party  Beneficiary.  The  Holders  shall  be  third  party
beneficiaries to the agreements made hereunder  between the Company,  on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce  such  agreements  directly  to the  extent  it deems  such  enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

          (g)  Counterparts.  This  Agreement  may be  executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

          (h) Headings.  The headings in this  Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


<PAGE>


          (i) Governing Law. This  Agreement  shall be governed by and construed
in accordance with the internal laws of the State of New York.

          (j) Severability.  In the event that any one or more of the provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.


<PAGE>



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



                                            KMC TELECOM HOLDINGS, INC.



                                            By:   /s/ James D. Grenfell
                                                  ------------------------
                                            Name:  JAMES D. GRENFELL
                                            Title: EXECUTIVE VICE PRESIDENT,
                                                   CHIEF FINANCIAL OFFICER


Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
FIRST UNION CAPITAL MARKETS CORP.
CIBC WORLD MARKETS CORP.
BANCBOSTON ROBERTSON STEPHENS INC.
WASSERSTEIN PERELLA SECURITIES, INC.

By: MORGAN STANLEY & CO. INCORPORATED

         In its individual capacity and as representative
         of the other Initial Purchasers



         By:   /s/ Albert L. Lord
               ------------------------
         Name:  ALBERT L. LORD
         Title: VICE PRESIDENT