NuVox, Inc. Form S-8 Amendment No. 1 Exhibit 4.6



Exhibit 4.6



AMENDMENT TO
SHAREHOLDERS
AGREEMENT


        THIS
AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”) by and
among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware
corporation (the “Company”), and the shareholders of the Company who
have executed this Amendment, is made as of September __, 2001. 


Background


        a.   
The Company and certain shareholders of the Company have entered into a
Shareholders Agreement dated as of August 14, 1998, as amended by Agreement
dated as of November 18, 1998 and amended by Agreement dated as of December 13,
1999 (the “Shareholders Agreement”) providing for certain rights and
obligations of such shareholders. Capitalized terms used but not defined herein
shall have the meanings given them in the Shareholders Agreement. 


        
b.     The parties desire to amend the Shareholders Agreement in certain respects.


Agreement



        
On the basis of the foregoing, the parties agree as follows:


        
1.   Amendments to Agreement.     The Shareholders Agreement is hereby amended as follows:


	 

	(a)

	
Section 1 of the Shareholders Agreement is amended to read in its entirety as
follows:

 “For purposes of this Agreement the term “Shares” shall
mean (i) all shares of the Common Stock of the Corporation (now owned or
hereafter acquired) by the Employee Shareholders (as hereinafter defined), (ii)
all shares of Series E-6 Convertible Preferred Stock, Series E-8 Convertible
Preferred Stock, Series E-9 Convertible Preferred Stock, Series E-10 Convertible
Preferred Stock, Series E-11 Convertible Preferred Stock and Series E-12
Convertible Preferred Stock, each with a par value of $.01 per share, of the
Corporation (collectively the “Series E Preferred Stock”) (now owned
or hereafter acquired) by the Employee Shareholders, (iii) all shares of the
Common Stock of the Corporation held by The Goldman Sachs Group, L.P. and Brooks
Investments, L.P. on the date hereof and listed on Exhibit A hereto and
(iv) all shares of the Series F Convertible Preferred Stock, par value $.01 per
share, of the Corporation (now owned or hereafter acquired) by the Employee
Shareholders.”


	 

	(b)

	
Section 2 thereof is deleted and replaced with the words "[Intentionally omitted]" 


	 

	(c)

	
The first sentence of Section 3.2 thereof is amended to replace the words
“to the Corporation and the other Shareholder(s) of the proposed
terms” with the words “to the Corporation, the other Shareholder(s)
and the holders of the Corporation’s Preferred Stock (in each case, to the
extent the same are accredited investors) of the proposed terms” 


	 

	(d)

	
Section 3.6 is amended to read in its entirety as follows:


“3.6
Death or Disability. Upon the death of a Shareholder, such
Shareholder’s Shares may be transferred by will or the laws of descent and
distribution without being subject to the options contained in Sections 3.3 and
3.4 and upon the total and permanent disability of a Shareholder, such
Shareholder’s Shares may be transferred to the guardian, if any, of such
Shareholder without being subject to the options contained in Sections 3.3 and
3.4, provided, in either of such cases, the transferee(s) of such Shares agrees
in writing to be bound by all the terms and conditions of this Agreement. Total
and permanent disability means having a physical or mental condition resulting
from injury, disease or mental disorder which, in the opinion of a majority of
the Board of Directors of the Corporation, makes a Shareholder permanently
incapable of continuing in the employment of the Corporation. A determination by
the disability insurance carrier for the Corporation, if any, that a Shareholder
is totally disabled shall be conclusive upon the parties to this
Agreement.”  


	 

	(e)

	
Section 5 thereof is deleted and replaced with the words "[Intentionally omitted]" 


	 

	(f)

	Section 6.2 thereof is amended to replace the word “If” appearing as
the first word thereof with the words “Subject to compliance with Section
6.6 hereof, if” 









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	(g)

	Section 6.6 thereof is amended to read in its entirety as follows:


“Notwithstanding
anything to the contrary in Section 3, 4 or 6.2, if the Corporation and the
other Shareholders do not elect to exercise any option under Section 3 or 4 in
full, the holders of shares of the Corporation’s Preferred Stock may elect
to purchase any portion of such unpurchased shares in the same manner and upon
the same terms as provided in Section 3 within ten (10) days after the
expiration of the option period granted to the other Shareholders.”


	 

	(h)

	Section 7.1 thereof is deleted and replaced with the words “[Intentionally
omitted]"   


	 

	(i)

	Section 8.2 thereof is deleted and replaced with the words “[Intentionally
omitted]"


	 

	(j)

	Section 7.5 thereof is deleted and
replaced with the words “[Intentionally omitted]"


	 

	(k)

	 Section 8.1
thereof is amended to read in its entirety as follows:

“The
purchase price for Shares purchased pursuant to Section 4 shall be paid in cash
at closing. The purchase price for shares purchased pursuant to Section 3 shall
be on such terms as set forth in the notice provided therein.”


	 

	(l)

	Section 8.2 thereof is deleted and replaced with the words “[Intentionally
omitted]"


	 

	(m)

	 Section 8.3 thereof is deleted and replaced with the words
“[Intentionally omitted]" 


	 

	(n)

	 Section 8.4 thereof is deleted and
replaced with the words “[Intentionally omitted]" 


	 

	(o)

	 Section 8.5
thereof is deleted and replaced with the words “[Intentionally
omitted]" 


	 

	(p)

	Section 9.1 thereof is amended to read in its entirety as
follows:

“In the case of a purchase of Shares under Sections 3 or 4, the closing of the sale
and purchase shall take place ten (10) days after the delivery to the selling
Shareholders of written notice by the last of the purchasing party or parties to
deliver such notice of its, his or their exercise of the option or options to
purchase said Shareholder’s Shares.” 


	 	(q)	Section 13.2 thereof is deleted and replaced with the words "[Intentionally omitted]"




        
2.     
Effectiveness of Amendment.


        This
Amendment shall become effective when executed by the Company and when the
Company shall have received counterparts of this Amendment signed by
Shareholders owning at least 80% of the total number of the Corporation’s
Shares in accordance with Section 16.5 of the Shareholders Agreement. 


        
3.     Affirmation
of Agreement.


        Except as amended hereby, the Shareholders Agreement shall remain in effect in
accordance with its terms.


        IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date indicated above.



	  

	NUVOX, INC. 


	  	 By:	
 
	  	  	David L. Solomon, Chief Executive Officer 



[Signatures of Shareholders]






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