lmos-20150331-Q1 Exhibit_41



		

			Exhibit 4.1

		




		
			FIRST AMENDMENT
		

		
			TO
		

		
			SHAREHOLDERS AGREEMENT
		

		
			dated as of
		

		
			October 31, 2011
		

		
			among
		

		
			LUMOS NETWORKS CORP.
		

		
			QUADRANGLE CAPITAL PARTNERS LP,
		

		
			QUADRANGLE SELECT PARTNERS LP,
		

		
			QUADRANGLE CAPITAL PARTNERS-A LP,
		

		
			QUADRANGLE NTELOS HOLDINGS II LP
		

		
			and
		

		
			THE MANAGEMENT SHAREHOLDERS NAMED THEREIN
		

		
			March 20, 2015
		

		
			 
		


		

		

		 


		

			

		


		

			 

		




 


		

			

		




		FIRST AMENDMENT TO
		

		
			SHAREHOLDERS AGREEMENT
		

		
			This FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”) dated as of this 20th day of March, 2015, has been entered into by  (i) Lumos Networks Corp., a Delaware corporation (the “Company”), and (ii) Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, Quadrangle Capital Partners-A LP, a Delaware limited partnership and Quadrangle NTELOS Holdings II  LP, a Delaware limited partnership (collectively, the “Quadrangle Entities”).
		

		
			W I T N E S S E T H :
		

		
			WHEREAS, the Company, the Quadrangle Entities and certain management shareholders of the Company entered into that certain Shareholders Agreement, dated as of October 31, 2011 (the “Shareholders Agreement”);
		

		
			WHEREAS, Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP are no longer shareholders of the Company; and 
		

		
			WHEREAS, the Company and the Quadrangle Entities, acting pursuant to Section 6.04 of the Shareholders Agreement, desire to amend the Shareholders Agreement on the terms and conditions set forth herein.
		

		
			NOW, THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
		

		
			1.Definitions.  Defined terms used and not otherwise defined herein shall have the meanings given to them in the Shareholders Agreement.
		

		
			2.Amendment.  
		

		
			(a)  The term “Quadrangle Entities” as used in the Shareholders Agreement shall mean Quadrangle NTELOS Holdings II LP.
		

		
			(b)  Section 2.05(a) of the Shareholders Agreement is hereby amended and restated in its entirety to read as follows:
		

		
			(a) A quorum of the Board shall consist of a majority of the directors.
		

		
			3.Single Agreement.  This Amendment and the Shareholders Agreement, as amended and modified by the provisions of this Amendment, shall constitute and shall be construed as a single agreement.  The provisions of the Shareholders Agreement, as amended and modified by the provisions of this Amendment, are incorporated herein by this reference and are ratified and affirmed.  The term “Agreement” as used in the Shareholders Agreement shall be deemed to refer to the Shareholders Agreement as amended hereby.
		

		

		

		 


		

			 

		




 


		

			 

		




		4.Headings.  The underlined headings herein are for convenience only and shall not affect the interpretation of this Amendment.
		

		
			5.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. 
		

		
			6.Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
		

		
			 
		

		
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		IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Shareholders Agreement as of the day first above written.
		

		
			THE COMPANY:
		

			
					
						 

					
					
						 

				
	
					
						Lumos Networks Corp.

				
	
					
						By:

					
					
						/s/ Timothy G. Biltz

				
	
					
						Name:Timothy G. Biltz

				
	
					
						Title:CEO and President

				



		
			 
		

		

		

		 


		

			

		


		

			 

		




 


		

			 

		




		QUADRANGLE ENTITIES:
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						QUADRANGLE CAPITAL PARTNERS LP

				
	
					
						By:

					
					
						Quadrangle GP Investors LP, as its General Partner

				
	
					
						By:

					
					
						Quadrangle GP Investors LLC, as its General Partner

				
	
					
						By:

					
					
						/s/ Michael Huber

				
	
					
						Name:Michael Huber

				
	
					
						Title:President and Managing Principal

				



		
			 
		

			
					
						 

					
					
						 

				
	
					
						QUADRANGLE SELECT PARTNERS LP

				
	
					
						By:

					
					
						Quadrangle GP Investors LP, as its General Partner

				
	
					
						By:

					
					
						Quadrangle GP Investors LLC, as its General Partner

				
	
					
						By:

					
					
						/s/ Michael Huber

				
	
					
						Name:Michael Huber

				
	
					
						Title:President and Managing Principal

				



		
			 
		

		
			
		

			
					
						 

					
					
						 

				
	
					
						QUADRANGLE CAPITAL PARTNERS-A LP

				
	
					
						By:

					
					
						Quadrangle GP Investors LP, as its General Partner

				
	
					
						By:

					
					
						Quadrangle GP Investors LLC, as its General Partner

				
	
					
						By:

					
					
						/s/ Michael Huber

				
	
					
						Name:Michael Huber

				
	
					
						Title:President and Managing Principal

				



		
			 
		

		

		

		 


		

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						/

					
					
						 

				
	
					
						QUADRANGLE NTELOS HOLDINGS II LP

				
	
					
						By:

					
					
						Quadrangle NTELOS GP LLC, as General Partner

				
	
					
						By:

					
					
						Quadrangle (AIV2) Capital Partners II LP, as Managing Member

				
	
					
						By:

					
					
						Quadrangle GP Investors II LP, as General Partner

				
	
					
						By:

					
					
						QCP GP Investors II LLC, as General Partner

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Michael Huber

				
	
					
						Name:Michael Huber

				
	
					
						Title: President and Managing Principal

				



		
			 
		

		
			
		

		
			 
		

		 


		

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