EXHIBIT 10.5

                              AMENDMENT NUMBER FIVE

                         TO THE GENERAL AGREEMENT AMONG

         KMC TELECOM INC., KMC TELECOM II, INC., KMC TELECOM III, INC.,

              KMC TELECOM IV, INC., KMC TELECOM OF VIRGINIA, INC.,

             KMC TELECOM LEASING I LLC, KMC TELECOM LEASING II LLC,

             KMC TELECOM LEASING III LLC, KMC TELECOM LEASING IV LLC

                KMC III SERVICES LLC AND LUCENT TECHNOLOGIES INC.

        This Amendment Number Five to the General Agreement (hereinafter
"AMENDMENT  FIVE")  is made  effective  as of 16 April,  2001,  by and among KMC
Telecom Inc., a Delaware  corporation  ("KMC"), KMC Telecom II, Inc., a Delaware
corporation  ("KMC II"),  KMC Telecom III,  Inc., a Delaware  corporation  ("KMC
III"),  KMC Telecom IV, Inc., a Delaware  corporation,  KMC Telecom of Virginia,
Inc., a Virginia public service company ("KMC VIRGINIA"),  KMC Telecom Leasing I
LLC, a Delaware limited  liability company ("LEASING I"), KMC Telecom Leasing II
LLC, a Delaware limited  liability  company  ("LEASING II"), KMC Telecom Leasing
III LLC, a Delaware  limited  liability  company  ("LEASING  III"),  KMC Telecom
Leasing IV LLC, a Delaware limited  liability  company,  KMC III Services LLC, a
Delaware limited  liability company  ("SERVICES"),  each with offices located at
1545  Route  206,  Suite  300,   Bedminster,   New  Jersey  07921   (hereinafter
collectively  referred  to as  "CUSTOMER"),  and  Lucent  Technologies  Inc.,  a
Delaware  corporation  ("LUCENT"),  acting through its Global Service  Providers
Group,  with offices  located at 600 Mountain  Avenue,  Murray Hill,  New Jersey
07074 (hereinafter "Seller").

            WHEREAS,  Customer and Seller  previously  entered into that certain
General  Agreement  (Contract Number  LNM970313MP),  effective March 6, 1997 (as
modified  and amended by Amendment  Number One  (Contract  Number  LNM970922MP),
effective as of October 15, 1997,  as further  modified and amended by Amendment
Number Two,  effective as of December 22, 1998, as further  modified and amended
by  Amendment  Number  Three,  effective  as of November  15,  1999,  as further
modified and amended by Amendment Number Four,  effective February 15, 2000, and
as further  amended,  amended and restated,  supplemented or otherwise  modified
from  time to time,  the  "GENERAL  AGREEMENT"),  setting  forth  the  terms and
conditions  pursuant to which  Seller  agreed to supply and  Customer  agreed to
procure certain of Seller's  Products,  Licensed Materials and Services (as such
terms are defined therein); and

            WHEREAS, KMC, KMC II, KMC III, KMC Virginia,  Leasing I, Leasing II,
Leasing III, Services and KMC Telecom.com, Inc. (together, the "BORROWERS") have
entered into an Amended and Restated  Loan and  Security  Agreement  dated as of
February 15, 2000 (as amended by Amendment  No. 1 thereto  dated March 28, 2000,
Amendment  No.  2  thereto  dated as of July 28,  2000 and  Amendment  No. 3 and
Limited Waiver thereto dated February 23, 2001, and as further amended,  amended


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and restated,  supplemented  or otherwise  modified from time to time,  the "KMC
LOAN AGREEMENT") among the Borrowers, the lenders party thereto (the "Lenders"),
First Union National Bank as administrative agent to the Lenders and CIT Lending
Services Corporation as collateral agent for the Lenders;

            WHEREAS,  the Borrowers  have  requested that the Lenders (i) modify
certain financial  covenants so that the Borrowers may be in compliance with the
February 2001 Business Plan (as defined  therein)  under the KMC Loan  Agreement
and (ii) make certain other  amendments to the KMC Loan Agreement  pursuant,  in
each case, as set forth in Amendment No. 4 and Limited  Waiver  ("AMENDMENT  NO.
4");

            WHEREAS,  pursuant  to  Section  4 of  Amendment  No.  4,  it  is a
condition  precedent to the  effectiveness  of Amendment No. 4 that the Customer
and the Seller  amend the terms of the  General  Agreement  as set forth in this
Amendment Five;

            WHEREAS, Customer and Seller desire to amend and modify the General
Agreement as set forth herein; and

            WHEREAS, all terms used herein but not defined herein shall have the
meanings ascribed to them in the General Agreement;

            NOW THEREFORE,  in consideration of the mutual promises  hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as set forth below.

1.    AMENDMENTS TO THE GENERAL AGREEMENT

Effective as of the date first above written, the General Agreement shall be and
hereby is amended as follows:

      a.    ARTICLE 1.1. Headings and Definitions: Insert the new definitions as
            set forth below in the correct  alphabetical  order and  redesignate
            the existing definitions as appropriate:

                  "KMC I, II AND III  FACILITY"  means the Amended and  Restated
            Loan and  Security  Agreement  dated  as of  February  15,  2000 (as
            amended on March 28, 2000,  July 28, 2000,  February 23, 2001 and as
            of the date  hereof and as further  amended,  restated,  amended and
            restated,  supplemented  or  otherwise  modified  from time to time)
            among KMC Telecom Inc., KMC Telecom II, Inc., KMC Telecom III, Inc.,
            KMC  Telecom of  Virginia,  Inc.,  KMC  Telecom  Leasing I LLC,  KMC
            Telecom   Leasing  II  LLC,   KMC  Telecom   Leasing  III  LLC,  KMC
            Telecom.com,  Inc.  and  KMC  III  Services  LLC as  Borrowers,  the
            financial  institutions  signatories thereto as lenders, First Union
            National  Bank  as  administrative  agent  and  Newcourt  Commercial
            Finance Corporation as collateral agent;

                  "PROFESSIONAL   SERVICES  AGREEMENT"  means  the  Professional
            Services Agreement No. LNS970602JC dated as of September 4, 1997 (as
            amended  by  Amendment  Number 1 dated as of  October  1,  1998,  by


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            Amendment  Number 2 and by  Amendment  Number 3 dated as of the date
            hereof  and  as  amended,  amended  and  restated,  supplemented  or
            otherwise modified from time to time).

                  "SUBORDINATED DEBT DOCUMENTS" means (i) that certain Indenture
            dated as of January 29, 1998 between KMC Telecom Holdings,  Inc., as
            Issuer,  and The Chase Manhattan  Bank, as Trustee,  relating to KMC
            Telecom  Holdings,  Inc.'s 12 1/2 percent Senior  Discount Notes due
            2008,  together  with  the  First  Supplemental  Indenture  relating
            thereto  dated as of May 24,  1999 and (ii) that  certain  Indenture
            dated as of May 24,  1999  between KMC Telecom  Holdings,  Inc.,  as
            Issuer,  and The Chase Manhattan  Bank, as Trustee,  relating to KMC
            Telecom Holdings, Inc.'s 13 1/2 percent Senior Notes due 2009."

      b.    ARTICLE 1.5. Orders:  Amend Article 1.5 of the General  Agreement by
            deleting the last sentence  thereof in its entirety and substituting
            in lieu thereof the following:

                  "Seller  reserves the right to place any order on hold,  delay
            shipment,  and/or reject any order upon the occurrence and/or during
            the continuation of any of the following events:  (i) Customer shall
            be in default of its payment  obligations  under this  Agreement  or
            under the Professional  Services Agreement,  except in circumstances
            where Customer is contesting in good faith the payment of any amount
            otherwise owing to Lucent hereunder or thereunder,  to the extent of
            such disputed  amount;  (ii) Customer shall not have in place, or it
            shall be unlikely  that Customer  shall have in place,  when payment
            for any such  order(s)  is due to  Seller,  a  financing  commitment
            having available credit equal to the amount of such order(s);  (iii)
            Seller shall have provided to Customer a notice of a material breach
            (other than any breach in respect of any payment obligation referred
            to in (i) above) under this Agreement  which remains  incurred after
            any  applicable  cure  period;  or (iv) a  'Default'  or  'Event  of
            Default' in respect of any payment  obligation or as a result of any
            proceeding  under any  bankruptcy,  reorganization,  arrangement  of
            debts,  insolvency or receivership  law filed by or against Customer
            or KMC Holdings or 'Borrower' or 'Issuer', as applicable, shall have
            occurred and be continuing  under the KMC I, II, and III Facility or
            any Subordinated Debt Document; PROVIDED that, in each of case (ii),
            (iii) and (iv) above, Seller will not place any order on hold, delay
            shipment  and/or  reject any order if Seller  receives from Customer
            adequate assurance of payment for such order when due to Seller. For
            purposes  of  this  Article  1.5,  'adequate   assurance'  shall  be
            determined by Seller in the sole and absolute reasonable  discretion
            of Seller."

      c.    ARTICLE 1.12.  Purchase Money Security Interest:  Amend Article 1.12
            of the General Agreement as follows:

            i.    insert  after the  phrase  "prepared  by Seller" in the fourth
                  line, the phrase "in any state or local jurisdiction as Seller
                  shall deem necessary";

            ii.   delete  the  phrase  "UCC-1  financing  statements,   and  the
                  necessary UCC-3 termination statements" in the fourth line and
                  replace  with  the  phrase  "the  necessary   UCC-3  or  UCC-2
                  termination statements (as applicable)"; and



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<PAGE>

            iii.  insert  after  the  second   sentence   "Notwithstanding   the
                  foregoing  obligation,  Customer hereby  irrevocably  appoints
                  Seller as its  attorney-in-fact  for purposes of executing and
                  filing  such  financing  statements  and such other  documents
                  prepared by Seller or its designated agent and take such other
                  actions as Seller shall deem  necessary  or desirable  for the
                  purposes  of  perfecting  and  preserving   Seller's  security
                  interests hereunder from time to time."

      d.    ARTICLE 1.19. Title, Restrictions and Confidentiality: Amend Article
            1.19  of the  General  Agreement  by  deleting  the  phrase  "(ii) a
            competent  court or arbitration  under Article 1.41 has" in the last
            sentence and replacing it with the phase "(ii) following  completion
            of dispute resolution  pursuant to Article 1.41 the parties have, or
            a competent court otherwise has".

      e.    ARTICLE  1.39.  Termination  for Breach:  Amend  Article 1.39 of the
            General Agreement as follows:

            i.    redesignate the existing paragraph as subsection "(a)";

            ii.   in each  place  where the  phrase  "forty-five  (45)"  appears
                  replace with the phrase "thirty (30)"; and

            iii.  insert after the last  sentence the  following  phrase and new
                  subsection (b):

                        "Notwithstanding  any other provision of this Agreement,
                  this  Agreement  shall  terminate at Seller's  option upon the
                  delivery by Seller to Customer of a notice of termination if a
                  'Default'  or 'Event of  Default'  in respect  of any  payment
                  obligation  or  as  a  result  of  any  proceeding  under  any
                  bankruptcy,  reorganization,  arrangement of debts, insolvency
                  or  receivership  law  filed  by or  against  Customer  or KMC
                  Holdings or 'Borrower' or 'Issuer,' as applicable,  shall have
                  occurred  and be  continuing  under  the  KMC I,  II,  and III
                  Facility or any Subordinated Debt Document.

                        (b)  Termination  of this  Agreement in accordance  with
                  clause 1.39 or otherwise  shall  automatically  accelerate the
                  due date of all outstanding invoices or other amounts owing so
                  that they become  immediately due and payable on the effective
                  date of such termination.".


      f.    ARTICLE 1.41. Arbitration;  No Work Stoppage:  Amend Article 1.41 of
            the General  Agreement by deleting  Article 1.41 in its entirety and
            replacing it with the following new Article 1.41 as follows:

            "1.41 DISPUTE RESOLUTION:

                  If a dispute  arises out of or relates to this  Agreement,  or
            its breach,  the parties  hereto agree to resolve the dispute within
            twenty (20) days, or such longer period as mutually  agreed  between


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<PAGE>

            the parties,  through good faith  confidential  discussions  between
            senior  executives  of each party.  If the parties fail to resolve a
            dispute after such discussion,  then the parties may initiate formal
            proceedings at law or in equity.".

2.    ENTIRE AGREEMENT

      Except as specifically modified, amended or supplemented herein, all terms
and conditions of the General  Agreement  shall remain in full force and effect.
The  terms  and   conditions   contained  in  this   Amendment  Five  and  those
non-conflicting  terms and  conditions  of the General  Agreement  supersede all
prior oral and written understandings among the parties and shall constitute the
entire  agreement  among the parties with respect to the subject  matter herein.
This Amendment  Number Five shall not be modified or amended except by a writing
signed by an authorized representative of each of the parties.

3.    COUNTERPARTS; EFFECTIVENESS

      (a) This  Amendment  Five  may  be  executed  by the  parties  hereto  via
telecopier  or facsimile  transmission  in any number of  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 instrument.

      (b) This  Amendment Five shall  be effective  upon (i)  receipt of a legal
opinion of Kelley Drye & Warren LLP, counsel to Customer, in a form satisfactory
to Seller,  (ii) payment of all  documented  out-of-pocket  third party expenses
(including,  in each case, all reasonable  'attorneys and  paralegals'  fees and
related expenses and costs) incurred by Seller,  including  without  limitation,
(x) the legal fees of Jones, Day, Reavis & Pogue, special counsel to Seller, and
(y) the consulting fees of Zolfo-Cooper,  LLC,  advisor to Seller,  and, in each
case of (x) and (y), expenses incidental thereto, and (iii) receipt by Seller of
this  Amendment  Five duly  authorized,  executed  and  delivered by the parties
hereto.

4.    REPRESENTATIONS AND WARRANTIES

      The Customer hereby represents and warrants to Seller as follows:

      (a) this  Amendment  Five  has  been  duly  authorized  by  all  necessary
corporate  action on its part,  has been duly executed and delivered by its duly
authorized officer or officers, and constitutes its valid and binding agreement,
enforceable against it in accordance with its terms;

      (b) the representations and warranties contained in the General Agreement,
as amended  hereby,  are true and correct on and as of the date hereof as though
made  on  and  as  of  the  date   hereof,   except  to  the  extent  that  such
representations  and warranties  expressly  relate to a specified date, in which
case such  representations  and  warranties  are hereby  reaffirmed  as true and
correct when made;

      (c) no default has occurred  or is continuing  under the General Agreement
on the date hereof; and

      (d) Customer is  in  full compliance  with  all  covenants and  agreements
contained in the General Agreement.



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<PAGE>

5.    REFERENCE TO GENERAL AGREEMENT

      Upon the  effectiveness  of this  Amendment  Five,  on and  after the date
hereof,  each  reference in the General  Agreement to "this General  Agreement,"
"this Agreement,"  "hereunder," "hereof," "herein" or words of like import shall
mean and be a reference  to the General  Agreement as amended  hereby,  and each
reference  to  the  General  Agreement  in any  other  document,  instrument  or
agreement  shall mean and be a reference  to the General  Agreement  as modified
hereby.


6.    GOVERNING LAW

      THIS AMENDMENT FIVE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE OTHER REMAINING  TERMS OF THE GENERAL  AGREEMENT AND THE LAW OF THE STATE OF
NEW YORK (INCLUDING FOR SUCH PURPOSES  SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS  LAWS OF THE STATE OF NEW YORK).  IF ANY PROVISION OF THIS AMENDMENT
FIVE IS CONTRARY TO APPLICABLE LAW, SUCH PROVISION  SHALL BE DEEMED  INEFFECTIVE
WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF.





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<PAGE>

      IN WITNESS WHEREOF,  the parties have caused this Amendment Number Five to
be executed by their duly authorized representatives as of this 16 day of April,
2001.


KMC TELECOM INC.                          KMC TELECOM LEASING I LLC
                                          By: KMC Telecom Inc., as Sole Member

By:   /S/ CONSTANCE LOOSEMORE             By:   /S/ CONSTANCE LOOSEMORE
   ----------------------------              ----------------------------------
   Name:                                     Name:
   Title:                                    Title:


KMC TELECOM II, INC.                      KMC TELECOM LEASING II LLC
                                          By: KMC Telecom II, Inc., as Sole
                                              Member

By:   /S/ CONSTANCE LOOSEMORE             By:   /S/ CONSTANCE LOOSEMORE
   ----------------------------              ----------------------------------
   Name:                                     Name:
   Title:                                    Title:


KMC TELECOM III, INC.                     KMC TELECOM LEASING III LLC
                                          By: KMC Telecom III, Inc., as Sole
                                              Member

By:   /S/ CONSTANCE LOOSEMORE             By:   /S/ CONSTANCE LOOSEMORE
   ----------------------------              ----------------------------------
   Name:                                     Name:
   Title:                                    Title:


KMC TELECOM IV, INC.                      KMC TELECOM LEASING IV LLC
                                          By: KMC Telecom IV, Inc., as Sole
                                                 Member


By:   /S/ CONSTANCE LOOSEMORE             By:   /S/ CONSTANCE LOOSEMORE
   ----------------------------              ----------------------------------
   Name:                                     Name:
   Title:                                    Title:




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<PAGE>




KMC TELECOM OF VIRGINIA, INC.             KMC III SERVICES LLC
                                          By: KMC Telecom III, Inc., as Sole
                                              Member

By:   /S/ CONSTANCE LOOSEMORE             By:   /S/ CONSTANCE LOOSEMORE
   ----------------------------              ----------------------------------
   Name:                                     Name:
   Title:                                    Title:


LUCENT TECHNOLOGIES INC.



By:   /S/ WILLIAM H. PITTMAN
   ----------------------------
   Name:  William H. Pittman
   Title: Area Vice President

                                       S-2